12 C.F.R. Subpart F—Bank Mergers, Consolidations and Charter Amendments
Title 12 - Banks and Banking
Source: 53 FR 50393, Dec. 15, 1988, unless otherwise noted.
(a) An amendment to a bank charter may relate to any provision that is properly the subject of a charter, including, but not limited to, the name of the bank, the location of its offices, or the territory served. (b) The Farm Credit Administration may make changes in the charter of a bank as may be requested by that bank and approved by the Farm Credit Administration pursuant to §611.1010 of this part. (c) The Farm Credit Administration may, in accordance with the provisions of the Act, make changes in the charter of a bank as may be necessary or expedient to implement the provisions of the Act. (a) A bank may recommend a charter amendment to accomplish any of the following actions: (1) A merger or consolidation with any other bank or banks operating under title I or III of the Act; (2) A transfer of territory with any other bank operating under the same title of the Act; (3) A change to its name or location; (4) Any other change that is properly the subject of a bank charter; (b) Upon approval of an appropriate resolution by the bank board, the certified resolution, together with supporting documentation, shall be submitted to the Farm Credit Administration for preliminary or final approval, as the case may be. (c) The Farm Credit Administration shall review the material submitted and either approve or disapprove the request. The Farm Credit Administration may require submission of any supplemental materials it deems appropriate. If the request is for merger, consolidation, or transfer of territory, the approval of Farm Credit Administration will be preliminary only, with final approval subject to a vote of the bank's stockholders. (d) Following receipt of the Farm Credit Administration's written preliminary approval, the proposal shall be submitted for approval to the voting stockholders of the bank. A proposal shall be approved if agreed to by a majority of the stockholders of each bank voting, in person or by proxy, at a duly authorized stockholder meeting with each association entitled to cast a number of votes equal to the number of the association's voting shareholders. (e) Upon approval by the stockholders of the bank, the request for final approval and issuance of the appropriate charter or amendments to charter for the banks involved shall be submitted to the Farm Credit Administration. (a) As authorized under sections 7.0 and 7.12 of the Act, a bank may merge or consolidate with one or more banks operating under the same or different titles of the Act. (b) Where two or more banks plan to merge or consolidate, the banks shall jointly submit to the Farm Credit Administration the documents itemized in §§611.1122(a)(1) through (4), (6), (7), 611.1122(e), and 611.1123. In interpreting those sections, the word “bank” shall be read for the word “association.” (c) No bank director, officer, or employee shall make any untrue or misleading statement of a material fact, or fail to disclose any material fact necessary under the circumstances to make statements made not misleading, to any stockholder of the bank in connection with a bank merger or consolidation. (d) Upon approval of a proposed bank merger or consolidation by the stockholders of each constituent bank, the following documents shall be submitted from the constituent banks to the Farm Credit Administration for final approval and issuance of the appropriate charters or amendments to charter: (1) A certified copy of the stockholders' resolution, on which the stockholders cast their votes, from each constituent bank; (2) A certification of the stockholder vote from the corporate secretary of each bank or from an independent third party; (3) An Agreement of Merger or Consolidation duly executed by those authorized to sign on behalf of each constituent bank.
Title 12: Banks and Banking
PART 611—ORGANIZATION
Subpart F—Bank Mergers, Consolidations and Charter Amendments
§ 611.1000 General authority.
§ 611.1010 Bank charter amendment procedures.
§ 611.1020 Requirements for mergers or consolidations of banks.
§ 611.1030 [Reserved]
§ 611.1040 Creation of new associations.
Any application for the issuance of a charter to a new production credit association or Federal land bank association shall meet the requirements of sections 2.0 or 2.10, respectively, of the Act. Any application for the issuance of a charter for an agricultural credit association shall meet the requirements of section 2.0 of the Act.
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