§ 215. — Consolidation of banks within same State.
[Laws in effect as of January 24, 2002]
[Document not affected by Public Laws enacted between
January 24, 2002 and December 19, 2002]
[CITE: 12USC215]
TITLE 12--BANKS AND BANKING
CHAPTER 2--NATIONAL BANKS
SUBCHAPTER XVI--CONSOLIDATION AND MERGER
Sec. 215. Consolidation of banks within same State
(a) In general
Any national bank or any bank incorporated under the laws of any
State may, with the approval of the Comptroller, be consolidated with
one or more national banking associations located in the same State
under the charter of a national banking association on such terms and
conditions as may be lawfully agreed upon by a majority of the board of
directors of each association or bank proposing to consolidate, and be
ratified and confirmed by the affirmative vote of the shareholders of
each such association or bank owning at least two-thirds of its capital
stock outstanding, or by a greater proportion of such capital stock in
the case of such State bank if the laws of the State where it is
organized so require, at a meeting to be held on the call of the
directors after publishing notice of the time, place, and object of the
meeting for four consecutive weeks in a newspaper of general circulation
published in the place where the association or bank is located, or, if
there is no such newspaper, then in the paper of general circulation
published nearest thereto, and after sending such notice to each
shareholder of record by certified or registered mail at least ten days
prior to the meeting, except to those shareholders who specifically
waive notice, but any additional notice shall be given to the
shareholders of such State bank which may be required by the laws of the
State where it is organized. Publication of notice may be waived, in
cases where the Comptroller determines that an emergency exists
justifying such waiver, by unanimous action of the shareholders of the
association or State bank.
(b) Liability of consolidated association; capital stock; dissenting
shareholders
The consolidated association shall be liable for all liabilities of
the respective consolidating banks or associations. The capital stock of
such consolidated association shall not be less than that required under
existing law for the organization of a national bank in the place in
which it is located: Provided, That if such consolidation shall be voted
for at such meetings by the necessary majorities of the shareholders of
each association and State bank proposing to consolidate, and thereafter
the consolidation shall be approved by the Comptroller, any shareholder
of any of the associations or State banks so consolidated who has voted
against such consolidation at the meeting of the association or bank of
which he is a stockholder, or who has given notice in writing at or
prior to such meeting to the presiding officer that he dissents from the
plan of consolidation, shall be entitled to receive the value of the
shares so held by him when such consolidation is approved by the
Comptroller upon written request made to the consolidated association at
any time before thirty days after the date of consummation of the
consolidation, accompanied by the surrender of his stock certificates.
(c) Valuation of shares
The value of the shares of any dissenting shareholder shall be
ascertained, as of the effective date of the consolidation, by an
appraisal made by a committee of three persons, composed of (1) one
selected by the vote of the holders of the majority of the stock, the
owners of which are entitled to payment in cash; (2) one selected by the
directors of the consolidated banking association; and (3) one selected
by the two so selected. The valuation agreed upon by any two of the
three appraisers shall govern. If the value so fixed shall not be
satisfactory to any dissenting shareholder who has requested payment,
that shareholder may, within five days after being notified of the
appraised value of his shares, appeal to the Comptroller, who shall
cause a reappraisal to be made which shall be final and binding as to
the value of the shares of the appellant.
(d) Appraisal by Comptroller; expenses of consolidated association; sale
and resale of shares; State appraisal and consolidation law
If, within ninety days from the date of consummation of the
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
consolidated banking association. The value of the shares ascertained
shall be promptly paid to the dissenting shareholders by the
consolidated banking association. Within thirty days after payment has
been made to all dissenting shareholders as provided for in this section
the shares of stock of the consolidated banking association which would
have been delivered to such dissenting shareholders had they not
requested payment shall be sold by the consolidated banking association
at an advertised public auction, unless some other method of sale is
approved by the Comptroller, and the consolidated banking association
shall have the right to purchase any of such shares at such public
auction, if it is the highest bidder therefor, for the purpose of
reselling such shares within thirty days thereafter to such person or
persons and at such price not less than par as its board of directors by
resolution may determine. If the shares are sold at public auction at a
price greater than the amount paid to the dissenting shareholders the
excess in such sale price shall be paid to such shareholders. The
appraisal of such shares of stock in any State bank shall be determined
in the manner prescribed by the law of the State in such cases, rather
than as provided in this section, if such provision is made in the State
law; and no such consolidation shall be in contravention of the law of
the State under which such bank is incorporated.
(e) Status of consolidated association; property rights and interests
vested and held as fiduciary
The corporate existence of each of the consolidating banks or
banking associations participating in such consolidation shall be merged
into and continued in the consolidated national banking association and
such consolidated national banking association shall be deemed to be the
same corporation as each bank or banking association participating in
the consolidation. All rights, franchises, and interests of the
individual consolidating banks or banking associations in and to every
type of property (real, personal, and mixed) and choses in action shall
be transferred to and vested in the consolidated national banking
association by virtue of such consolidation without any deed or other
transfer. The consolidated national banking association, upon the
consolidation and without any order or other action on the part of any
court or otherwise, shall hold and enjoy all rights of property,
franchises, and interests, including appointments, designations, and
nominations, and all other rights and interests as trustee, executor,
administrator, registrar of stocks and bonds, guardian of estates,
assignee, receiver, and committee of estates of lunatics, and in every
other fiduciary capacity, in the same manner and to the same extent as
such rights, franchises, and interests were held or enjoyed by any one
of the consolidating banks or banking associations at the time of
consolidation, subject to the conditions hereinafter provided.
(f) Removal as fiduciary; discrimination
Where any consolidating bank or banking association, at the time of
the consolidation, was acting under appointment of any court as trustee,
executor, administrator, registrar of stocks and bonds, guardian of
estates, assignee, receiver, or committee of estates of lunatics, or in
any other fiduciary capacity, the consolidated national banking
association shall be subject to removal by a court of competent
jurisdiction in the same manner and to the same extent as was such
consolidating bank or banking association prior to the consolidation.
Nothing contained in this section shall be considered to impair in any
manner the right of any court to remove the consolidated national
banking association and to appoint in lieu thereof a substitute trustee,
executor, or other fiduciary, except that such right shall not be
exercised in such a manner as to discriminate against national banking
associations, nor shall any consolidated national banking association be
removed solely because of the fact that it is a national banking
association.
(g) Issuance of stock by consolidated association; preemptive rights
Stock of the consolidated national banking association may be issued
as provided by the terms of the consolidation agreement, free from any
preemptive rights of the shareholders of the respective consolidating
banks.
(Nov. 7, 1918, ch. 209, Sec. 2, formerly Sec. 1, as added Pub. L. 86-
230, Sec. 20, Sept. 8, 1959, 73 Stat. 460; renumbered Sec. 2 and amended
Pub. L. 103-328, title I, Sec. 102(b)(4)(C), Sept. 29, 1994, 108 Stat.
2351.)
Codification
Provisions similar to those comprising this section were contained
in sections 1 and 2 of act Nov. 7, 1918, ch. 209, 40 Stat. 1043, and
section 3 of act Nov. 7, 1918, ch. 209, added Feb. 25, 1927, ch. 191,
Sec. 1, 44 Stat. 1225 (formerly classified to sections 33 to 34a of this
title) prior to the complete amendment and renumbering of act Nov. 7,
1918, by Pub. L. 86-230.
Amendments
1994--Pub. L. 103-328 inserted section catchline and, in subsec.
(a), inserted heading and substituted ``Any national bank'' for ``Any
national banking association''.
Short Title
Section 1 of act Nov. 7, 1918, ch. 209, as added Sept. 29, 1994,
Pub. L. 103-328, title I, Sec. 102(b)(4)(C), 108 Stat. 2351, provided
that: ``This Act [enacting this subchapter] may be cited as the
`National Bank Consolidation and Merger Act'.''
