533.401 Merger.
1. With the approval of the superintendent and the national credit union administration, a state credit union may merge with another credit union under the existing certificate of approval of the other credit union if the merger is pursuant to a plan agreed upon by a majority of the board of directors of each credit union joining in the merger and the merger is approved by the affirmative vote of a majority of the members of the merging credit union according to the provisions of section 533.203. At least twenty days’ notice shall be provided between the sending of notice and the scheduled conclusion of the vote.
2. At least fifteen days before notice of balloting for the membership vote on a merger is sent to the members, a merging credit union shall submit to the superintendent all materials to be included in the notice. The superintendent shall review and approve the materials to be included in the notice at least ten days before the notice is sent to the members. The superintendent may direct any materials to be included in the notice of balloting sent to members.
3. A plan of merger, whether by act of consolidation, acquisition, or business combination, along with evidence that the plan has been approved by the members of the merging credit union in accordance with the provisions of this section, shall be submitted to the superintendent, along with any additional materials the superintendent may request.
4. The superintendent may approve a merger according to the plan agreed upon by the majority of the board of directors of each credit union if the superintendent receives a written and verified application filed by the board of directors of each credit union and finds all of the following:
a. All materials included in the notice of balloting for the membership vote on the merger were reviewed and approved by the superintendent pursuant to subsection 2.
b. Notice of balloting for the membership vote on the merger was mailed to each member of the merging credit union entitled to vote upon the question at least twenty days prior to the scheduled conclusion of the vote.
c. The notice of balloting disclosed the purpose of the vote and properly informed the membership that approval of the merger would be sought pursuant to this section.
d. A majority of the votes received, according to the method of voting selected by the board of directors pursuant to section 533.203, were in favor of the merger.
e. Control of the merging credit union shall transfer to the board of directors of the continuing credit union upon approval of the merger by the superintendent and the favorable vote of a majority of the members as prescribed in paragraph “d”. Upon transfer of control, the board of directors of the merging credit union may only do such things necessary to execute the merger.
5. The superintendent may disapprove a merger if the superintendent finds either of the following:
a. The merger would not result in a safe and sound credit union.
b. The procedures required by this section, particularly those used to obtain member approval for the merger, were not followed or were irregular.
6. The superintendent may waive the membership merger vote if the superintendent finds that an emergency exists which justifies the waiver.
7. The certificate of merger and a copy of the agreed plan of merger shall be forwarded to the superintendent, certified by the superintendent, and returned to both credit unions within thirty days of the date of receipt by the superintendent.
8. a. Upon return of the certificate from the superintendent, all of the merging credit union’s property, property rights, and members’ interests shall vest in the continuing credit union without the legal need for deeds, endorsements or other instruments of transfer, and all debts, obligations, and liabilities of the merging credit union shall be assumed by the continuing credit union.
b. The rights and privileges of the members of the merging credit union shall continue as provided in the plan.
c. Credit union membership in the continuing credit union shall be available to persons within the common bond of the merging credit union.
9. This section shall be construed to permit a credit union organized under any other statute to merge with one organized under this chapter, or to permit one organized under this chapter to merge with one organized under any other statute.
2007 Acts, ch 174, §62; 2012 Acts, ch 1020, §18, 19; 2013 Acts, ch 17, §4, 5; 2016 Acts, ch 1030, §8; 2019 Acts, ch 37, §1, 2; 2020 Acts, ch 1063, §306
Structure Iowa Code
Section 533.102 - Definitions.
Section 533.103 - Credit union division created.
Section 533.104 - Superintendent.
Section 533.105 - Deputy superintendent.
Section 533.106A - Background investigations.
Section 533.107 - Credit union review board.
Section 533.108 - Records of credit union division.
Section 533.109 - Insurance and surety bond.
Section 533.110 - Reimbursement of expenses.
Section 533.111 - Expenses of the credit union division.
Section 533.112 - Annual and individual fees — examination fees — delinquencies.
Section 533.113 - Examinations.
Section 533.113A - Meetings of the board called by superintendent.
Section 533.114 - Annual report of superintendent.
Section 533.115 - Reciprocity.
Section 533.115A - Conducting business outside of state.
Section 533.116 - Enforcement of Iowa consumer credit code.
Section 533.117 - Small loans legislation.
Section 533.201 - Organization.
Section 533.201A - Change in place of business.
Section 533.202 - Common bond — membership — ownership share.
Section 533.203 - Fiscal year — membership meetings — voting by membership — notice.
Section 533.204 - Election of board.
Section 533.205 - Board of directors — duties — penalties.
Section 533.206 - Meetings of the board.
Section 533.207 - Credit committee.
Section 533.208 - Auditing committee.
Section 533.209 - Conflicts of interest.
Section 533.209A - Prohibited relationships.
Section 533.210 - Expulsion or withdrawal of credit union member.
Section 533.211 - Suspension or restriction of services.
Section 533.212 - Use of name “credit union” requirements — restrictions — exceptions.
Section 533.213 - Corporate central credit union.
Section 533.214 - Central credit unions.
Section 533.304 - Investment in certain shares or equity interests.
Section 533.305 - Investment in banks or savings banks — required findings.
Section 533.306 - Power to borrow.
Section 533.307 - Account insurance.
Section 533.308 - Fidelity bond and general insurance coverage.
Section 533.309 - Share accounts.
Section 533.310 - Deposits in the names of two or more individuals.
Section 533.311 - Acceptance of deposits and investments while insolvent.
Section 533.312 - Dividends and interest.
Section 533.313 - Share drafts.
Section 533.314 - Payment of share drafts during dissolution.
Section 533.316 - Interest rates.
Section 533.317 - Authority to lease safe deposit boxes.
Section 533.318 - Safe deposit box access.
Section 533.319 - Adverse claims to property in safe deposit and safekeeping.
Section 533.320 - Remedies and proceedings for nonpayment of rent on safe deposit box.
Section 533.321 - Authority to receive property for safekeeping.
Section 533.322 - Preservation of records.
Section 533.323 - Photographic records.
Section 533.324 - Preservation of records — statute of limitations.
Section 533.325 - Confidentiality of state credit union information.
Section 533.326 - Governmental employees.
Section 533.327 - Change in place of business.
Section 533.328 - Conducting business outside of state.
Section 533.331 - Data breach — duty to notify.
Section 533.402 - Conversion of financial institution to state credit union.
Section 533.403 - Conversion of state credit union into federal credit union.
Section 533.404 - Dissolution generally.
Section 533.405 - Voluntary dissolution.
Section 533.405A - Involuntary dissolution.
Section 533.406 - State credit union merger, conversion, or dissolution.
Section 533.501 - Supervisory action.
Section 533.502 - Grounds for management of state credit union by superintendent.
Section 533.503 - Superintendent as receiver.
Section 533.504 - Tender of receivership to insurance plan.
Section 533.505 - Subpoena — contempt.
Section 533.506 - Limitation of actions.
Section 533.507 - False statements for credit — fraudulent practice.
Section 533.508 - False statements — penalties.
Section 533.509 - Penalty for falsification.
Section 533.510 - Submissions to credit union division — good faith requirement.