RCW 31.12.461
Mergers.
(1) For purposes of this section, a "merging credit union" is a credit union whose charter ceases to exist upon merger with the continuing credit union, and a "continuing credit union" is a credit union whose charter continues upon merger with the merging credit union.
(2) A credit union may be merged with another credit union with the approval by the director of a plan of merger or in accordance with requirements the director may otherwise prescribe. The merger must be approved by a majority vote of the board of each credit union and a majority vote of those members of the merging credit union voting on the merger at a membership meeting. The requirement of approval by the members of the merging credit union may be waived by the director if the merging credit union is in imminent danger of insolvency.
(3) The property, rights, and interests of the merging credit union transfer to and vest in the continuing credit union without deed, endorsement, or instrument of transfer, although instruments of transfer may be used if their use is deemed appropriate. The debts and obligations of the merging credit union that are known or reasonably should be known are assumed by the continuing credit union.
(4) The continuing credit union shall cause to be published notice of merger once a week for three consecutive weeks in a newspaper of general circulation in the county in which the principal place of business of the merging credit union is located.
(5) The notice of merger must also inform creditors of the merging credit union how to make a claim on the continuing credit union, and that if a claim is not made upon the continuing credit union within thirty days of the last date of publication, creditors' claims that are not known by the continuing credit union are thereafter barred.
(6) Except for claims filed as requested by the notice, or debts or obligations that are known or reasonably should be known by the continuing credit union, the debts and obligations of the merging credit union are discharged.
(7) Upon merger, the charter of the merging credit union ceases to exist.
(8) Mergers are effective after the thirty-day notice period to creditors and all regulatory waiting periods have expired, and upon filing of the credit union's articles of merger by the secretary of state, or a later date stated in the articles, which in no event may be later than ninety days after the articles are filed.
[ 2015 c 114 § 12; 2014 c 8 § 1; 2013 c 34 § 10; 2001 c 83 § 21; 1997 c 397 § 40. Prior: 1994 c 256 § 91; 1994 c 92 § 220; 1987 c 338 § 8; 1984 c 31 § 71. Formerly RCW 31.12.695.]
NOTES:
Findings—Construction—1994 c 256: See RCW 43.320.007.
Structure Revised Code of Washington
Title 31 - Miscellaneous Loan Agencies
Chapter 31.12 - Washington State Credit Union Act.
31.12.003 - Findings—Intent—1997 c 397.
31.12.015 - Declaration of policy.
31.12.025 - Use of words in name.
31.12.035 - Application for permission to organize—Approval.
31.12.055 - Manner of organizing—Articles of incorporation—Submission to director.
31.12.065 - Bylaws—Submission to director.
31.12.075 - Approval, denial of proposed credit union—Appeal.
31.12.085 - Filing upon approval—Fee—Notice to director—Authority to commence business.
31.12.105 - Amendment to articles of incorporation—Approval of director—Procedure.
31.12.115 - Amendment to bylaws—Approval of director required—Procedure.
31.12.185 - Annual membership meetings.
31.12.195 - Special membership meetings.
31.12.225 - Board of directors—Election of directors—Terms—Vacancies—Meetings—Rules.
31.12.235 - Directors—Qualifications—Operating officers and employees may serve.
31.12.251 - Removal of directors—No quorum.
31.12.255 - Board of directors—Powers and duties.
31.12.267 - Officials—Fiduciary duty—Information relied on—Definition.
31.12.269 - Directors and committee members—Limitations on personal liability—Exceptions.
31.12.285 - Suspension of members of board or supervisory committee by board—For cause.
31.12.335 - Supervisory committee—Duties.
31.12.365 - Directors and supervisory committee members—Compensation—Reimbursement—Rules.
31.12.367 - Risk—Bond coverage—Notice to director—Timing.
31.12.372 - Director may suspend any person, reason—Notice—Injunctions.
31.12.382 - Limitation on membership.
31.12.386 - Voting rights—Methods—Proxy—Under eighteen years of age.
31.12.388 - Expulsion of member—Challenge—Share and deposit accounts.
31.12.404 - Additional powers—Authority of director.
31.12.413 - Low-income credit unions—Director's approval required—Powers—Rules.
31.12.426 - Loans—Secured or unsecured loans.
31.12.428 - Limit on loan amount.
31.12.436 - Investment of funds—When investment later becomes impermissible.
31.12.438 - Investment in real property or leasehold interests—Limitations—Rules.
31.12.467 - Merger or conversion of federal, out-of-state, or foreign to state credit union.
31.12.474 - Liquidation—Disposition of unclaimed funds.
31.12.516 - Powers of director.
31.12.518 - Powers of director under chapter 19.144 RCW.
31.12.545 - Examinations and investigations—Reports—Access to records—Oaths—Subpoenas.
31.12.565 - Examination reports and specified other information confidential—Exceptions—Penalty.
31.12.567 - Reports—Financial and statistical data—As required by director.
31.12.569 - Generally accepted accounting principles.
31.12.571 - Notice of intent to establish branch—Another state or foreign jurisdiction.
31.12.575 - Removal or prohibition orders—Director's authority—Notice.
31.12.580 - Contents of notice under RCW 31.12.575—Hearing—Order.
31.12.585 - Prohibited acts—Notice—Cease and desist order.
31.12.595 - Temporary cease and desist order—Notice—Principal place of business—Superior court.
31.12.625 - Administrative hearing—Procedures.
31.12.630 - Authority of director to call special meeting of board.
31.12.633 - Authority of director to attend meetings of the board.
31.12.637 - Intervention by director—Conditions.
31.12.641 - Supervision by director—Notice—Compliance—Costs.
31.12.644 - Supervision by director—Certain acts prohibited.
31.12.647 - Supervision by director—Credit union request for review.
31.12.651 - Conservator—Authorized actions—Costs.
31.12.654 - Actions by conservator—Review.
31.12.657 - Lawsuits during period of conservatorship.
31.12.661 - Conservator serves until purposes are accomplished.
31.12.667 - Order directing involuntary liquidation—Procedure.
31.12.671 - Receivership—Appointment of receiver by director—Notice—Act without bond.
31.12.677 - Powers and duties of receiver.
31.12.681 - Claims against credit union in receivership—Notice.
31.12.687 - Expenses incurred by receiver.
31.12.691 - Liquidation dividends—Approval of court.
31.12.694 - Remaining assets—Distribution.
31.12.697 - Unclaimed liquidation dividends.
31.12.701 - Personal property—Receiver's duties.
31.12.704 - Proceeds of sale—Deposit or payment by receiver.
31.12.707 - Completion of receivership—Merger, purchase, or liquidation—Secretary of state.
31.12.711 - Director may terminate receivership—Expenses.
31.12.714 - Receivership files.
31.12.721 - Appointment by court of temporary receiver—Notice to director.
31.12.724 - Actions that are void—Felonious conduct—Penalties.
31.12.728 - Applicability of general receivership law.
31.12.850 - Prohibited acts—Criminal penalties.
31.12.853 - Prohibited acts—Civil penalties—Rules.
31.12.860 - Taxation of credit unions.
31.12.890 - Satellite facilities.
31.12.891 - Automated teller machines and night depositories security.
31.12.906 - Effective date—1997 c 397.
31.12.909 - Construction—Chapter applicable to state registered domestic partnerships—2009 c 521.