§ 214a. — Procedure for conversion, merger, or consolidation; vote of stockholders.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 12USC214a]
TITLE 12--BANKS AND BANKING
CHAPTER 2--NATIONAL BANKS
SUBCHAPTER XV--CONVERSION OF NATIONAL BANKS INTO STATE BANKS
Sec. 214a. Procedure for conversion, merger, or consolidation;
vote of stockholders
A national banking association may, by vote of the holders of at
least two-thirds of each class of its capital stock, convert into, or
merge or consolidate with, a State bank in the same State in which the
national banking association is located, under a State charter, in the
following manner:
(a) Approval of board of directors; publication of notice of
stockholders' meeting; waiver of publication; notice by
registered or certified mail
The plan of conversion, merger, or consolidation must be approved by
a majority of the entire board of directors of the national banking
association. The bank shall publish notice of the time, place, and
object of the shareholders' meeting to act upon the plan, in some
newspaper with general circulation in the place where the principal
office of the national banking association is located, at least once a
week for four consecutive weeks: Provided, That newspaper publication
may be dispensed with entirely if waived by all the shareholders and in
the case of a merger or consolidation one publication at least ten days
before the meeting shall be sufficient if publication for four weeks is
waived by holders of at least two-thirds of each class of capital stock
and prior written consent of the Comptroller of the Currency is
obtained. The national banking association shall send such notice to
each shareholder of record by registered mail or by certified mail at
least ten days prior to the meeting, which notice may be waived
specifically by any shareholder.
(b) Rights of dissenting stockholders
A shareholder of a national banking association who votes against
the conversion, merger, or consolidation, or who has given notice in
writing to the bank at or prior to such meeting that he dissents from
the plan, shall be entitled to receive in cash the value of the shares
held by him, if and when the conversion, merger, or consolidation is
consummated, upon written request made to the resulting State bank at
any time before thirty days after the date of consummation of such
conversion, merger, or consolidation, accompanied by the surrender of
his stock certificates. The value of such shares shall be determined as
of the date on which the shareholders' meeting was held authorizing the
conversion, merger, or consolidation, by a committee of three persons,
one to be selected by majority vote of the dissenting shareholders
entitled to receive the value of their shares, one by the directors of
the resulting State bank, and the third by the two so chosen. The
valuation agreed upon by any two of three appraisers thus chosen shall
govern; but, if the value so fixed shall not be satisfactory to any
dissenting shareholder who has requested payment as provided herein,
such shareholder may within five days after being notified of the
appraised value of his shares appeal to the Comptroller of the Currency,
who shall cause a reappraisal to be made, which shall be final and
binding as to the value of the shares of the appellant. If, within
ninety days from the date of consummation of the conversion, merger, or
consolidation, for any reason one or more of the appraisers is not
selected as herein provided, or the appraisers fail to determine the
value of such shares, the Comptroller shall upon written request of any
interested party, cause an appraisal to be made, which shall be final
and binding on all parties. The expenses of the Comptroller in making
the reappraisal, or the appraisal as the case may be, shall be paid by
the resulting State bank. The plan of conversion, merger, or
consolidation shall provide the manner of disposing of the shares of the
resulting State bank not taken by the dissenting shareholders of the
national banking association.
(Aug. 17, 1950, ch. 729, Sec. 2, 64 Stat. 455; Pub. L. 86-507,
Sec. 1(10), June 11, 1960, 74 Stat. 200; Pub. L. 96-221, title VII,
Sec. 706, Mar. 31, 1980, 94 Stat. 188.)
Amendments
1980--Subsec. (b). Pub. L. 96-221 substituted ``majority'' for
``unanimous''.
1960--Subsec. (a). Pub. L. 86-507 inserted ``or by certified mail''
after ``registered mail''.
Section Referred to in Other Sections
This section is referred to in section 214c of this title.
