CUNA’s State Governmental Affairs

COMPARATIVE DIGEST OF CREDIT UNION ACTS:

CHANGE IN CORPORATE STATUS

2018

Comparative Digest of Credit Union Acts*: Change in Corporate Status CUNA’s State Government Affairs – 2018

TABLE OF CONTENTS

CHAPTER 1: VOLUNTARY LIQUIDATION 1

CHAPTER 2:

VOLUNTARY MERGER OF CREDIT UNIONS

8

CHAPTER 3:

CREDIT UNION CHARTER CONVERSION

21

CHAPTER 4:

BANK TO CREDIT UNION CONVERSION

30

CHAPTER 5:

DISSENTERS’ RIGHTS IN CREDIT UNION TO BANK CONVERSION

51

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Comparative Digest of Credit Union Acts*: Change in Corporate Status

Provisions from State Credit Union Acts

Voluntary Liquidation

*There are 47 state credit union acts. Delaware, South Dakota, and Wyoming do not have a state credit union act.

2015 Model Credit Union Act

Section 9.10. Voluntary Liquidation.41

(1) A credit union may elect to dissolve voluntarily and liquidate its affairs by a two-thirds vote of the board

of directors and in the manner described in this section.

(2) Within ten days after the board of directors votes to liquidate, the board shall notify the Commissioner in

writing, setting forth the reasons for the proposed liquidation, and a plan for liquidation. Depending on

the credit union’s circumstances, a liquidation plan may, or may not, require the suspension of: payments

on accounts, withdrawal of funds, transfer to loan accounts, investments, new loans or other similar

financial transactions.

(3) The Commissioner will determine whether this section has been complied with and, if the Commissioner’s

decision is favorable, he or she shall prepare a certificate to the effect that this section has been

complied with, a copy of which will be retained by the commission and the other copy forwarded to the

credit union.

(4) The terms and conditions of the liquidation plan approved under this section shall go into effect

immediately upon approval.

(5) Voluntary liquidation requires approval by a vote of two-thirds of the members present, either in person,

by mail ballot, or by electronic means at a regular meeting which specifically included the liquidation

issue on the notice, or by a special meeting called specifically to vote on the liquidation issue with a

minimum of 25 percent of the total membership voting. When authorization for liquidation is to be

obtained at a meeting of the members, notice in writing shall be given to each member, by first class

mail, at least ten days, but no more than thirty days, prior to such meeting.

(6) If liquidation is approved, the board of directors shall appoint a liquidating agent or committee for the

purpose of conserving and collecting the assets, closing the affairs of the credit union and distributing the

assets as required by this Act.

(7) A liquidating credit union shall continue in existence for the purpose of discharging its debts, collecting

on loans and distributing its assets, and doing all acts required in order to terminate operations and may

sue and be sued for the purpose of enforcing such debts and obligations until its affairs are fully

concluded.

(8) The liquidating agent or committee shall distribute the assets of the credit union or the proceeds of any

disposition of the assets in the sequence described in section 10.35(2).

(9) As soon as the liquidating agent determines that all assets from which there is a reasonable expectancy

of recovery have been liquidated and distributed as set forth in this section, the liquidating agent shall

execute a certificate of dissolution on a form prescribed by the Commissioner and file the same,

together with all pertinent books and records of the liquidating credit union, with the Commissioner,

whereupon such credit union shall be dissolved. The liquidating agent or committee must, within three

years after issuance of a certificate by the director referred to in subsection (3) of this section, discharge

the debts of the credit union, collect and distribute its assets and do all other acts required to wind up its

business.

(10) If the Commissioner determines that the liquidating agent or committee has failed to make reasonable

progress in the liquidating of the credit union’s affairs and distribution of its assets or has violated this Act,

the Commissioner may issue a cease and desist order against the liquidating agent or committee and

appoint a new liquidating agent to complete the liquidation under the Commissioner’s direction and

control. The Commissioner shall fill any vacancy caused by the resignation, death, illness, removal,

desertion or incapacity to function as the liquidating agent.

(11) Any funds representing unclaimed dividends and shares in liquidation and remaining in the hands of the

board of directors or the liquidating agent or committee at the end of the liquidation must be deposited

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by them, together with all books and papers of the credit union, with the Commissioner. Such funds must

be deposited by the Commissioner with the State Treasurer.42

41 This provision gives the board of directors the power to initiate the process of voluntary liquidation by a two-thirds vote of

the board and to specify the process by which the members would approve a voluntary liquidation.

42 Refer to the relevant state law on disposition of unclaimed property or the Uniform Disposition of Unclaimed Property Act.

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Comparative Digest of Credit Union Acts*: Change in Corporate Status

Provisions from State Credit Union Acts

Voluntary Liquidation

*There are 47 state credit union acts. Delaware, South Dakota, and Wyoming do not have a state credit union act.

Alabama

§ 5-17-21. Voluntary dissolution.

The process of voluntary dissolution shall be as follows: At a meeting called for that purpose (notice of which purpose

must be contained in the call) two thirds of those in attendance may vote to dissolve the credit union. Notice of the

meeting must have been mailed to the last known address of each member of the credit union at least 15 days prior to

the date of the meeting. The Administrator of the Alabama Credit Union Administration determines whether or not the

credit union is solvent. If such is the fact, he issues in duplicate a certificate to the effect that this section has been

complied with. The certificate is filed with the probate judge of the county in which the credit union is located,

whereupon the credit union is dissolved and shall cease to carry on business except for the purposes of liquidation. The

credit union shall continue in existence for the purpose of discharging its debts, collecting and distributing its assets and

doing all other acts required in order to wind up its business, and may sue and be sued for the purpose of enforcing such

debts and obligations until its affairs are fully adjusted and wound up for three years.

Alaska Silent

Arizona § 6-584. Voluntary dissolution.

A. A credit union may elect to dissolve voluntarily and terminate its affairs in the following manner:

1. The board of directors shall adopt a resolution recommending that the credit union be dissolved voluntarily, naming

a liquidating agent adequately bondable, and directing that the question of a dissolution be submitted to a regular

or special meeting of the members.

2. At a regular or special meeting called for such purpose where the notice of such purpose is contained in the call, the

affirmative vote of a majority of the members of the credit union present shall be required to dissolve the credit union.

3. Upon the adoption of a resolution to dissolve, a statement of intent to dissolve shall be executed in triplicate by the

president or vice-president, and attested by its secretary, which shall set forth:

(a) The name of the corporation.

(b) Names and addresses of the officers and directors of the corporation.

(c) A copy of the resolution authorizing the voluntary dissolution and the name and address of the liquidating agent.

(d) Names and addresses of the members and the amount of the shares and loan balances of members outstanding.

(e) A financial and statistical report as of the date the resolution to dissolve is adopted.

B. Immediately upon the adoption of the resolution to dissolve, the credit union shall furnish to the superintendent

duplicate copies of the statement of intent to dissolve and the superintendent shall then determine whether or not the

credit union is solvent. If it is solvent, he shall issue to the credit union in quadruplicate a certificate to the effect that this

section has been complied with. The certificate shall be filed by the credit union with the corporation commission and

a duplicate copy recorded in the office of the county recorder of the county in which the credit union is located,

whereupon the credit union shall be deemed dissolved and shall cease carrying on business except for the purpose of

liquidation.

C. The credit union shall continue in existence for the purpose of discharging its debts, collecting and distributing its assets

and doing all other acts required to completely dissolve the credit union, and may sue and be sued for the purpose of

enforcing such debts and obligations until its affairs are fully terminated, but an action may not be filed by or against

such credit union more than two years after this certificate of dissolution is recorded.

D. The credit union shall during the dissolution period furnish to the superintendent regular monthly progress reports of the

affairs of the credit union until the final dissolution of the credit union.

E. After the expiration of two years from the date of final dissolution the superintendent may destroy all books and records

of such credit union in his possession.

Arkansas § 23-35-703. Voluntary dissolution.

A credit union may elect to dissolve voluntarily and wind up its affairs in the following manner:

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(1) The board shall adopt a resolution recommending that the credit union be dissolved voluntarily and directing that the

question of dissolution be submitted to a regular or special meeting of the members;

(2) After the adoption of the resolution to voluntarily dissolve, no receipts shall be accepted nor withdrawals permitted

from its share or deposit accounts, nor shall any loans be made nor any dividends declared nor paid pending final

determination by its membership on the voluntary dissolution;

(3) At a meeting called to consider the matter, a majority of the entire membership may vote to dissolve the credit union,

provided a notice of the meeting was mailed to the members of the credit union at least ten (10) days prior thereto.

Any member not present at the meeting may, within the next twenty (20) days, vote in favor of dissolution by signing a

statement in a form approved by the State Credit Union Supervisor, and the vote shall have the same force and effect

as if cast at the meeting;

(4) The credit union shall thereupon immediately cease to do business, except for the purpose of liquidation; and

(5) The president and the secretary of the credit union shall, within five (5) days following the meeting, notify the State Credit

Union Supervisor of intention to liquidate and shall include a list of the names and addresses of the directors and officers

of the credit union.

§ 23-35-705. Procedure for liquidation or dissolution.

(a) The credit union shall continue in existence for the purposes of discharging its debts, collecting and distributing its

assets, and doing all acts required in order to wind up its business, and it may sue and be sued for the purpose of

enforcing its debts and obligations until its affairs are fully adjusted.

(b) The board of directors, or in the case of involuntary dissolution the liquidating agent, shall, after applying each

member's share or deposit account against any loan or debt owed the credit union by that member, use the assets of

the credit union to pay:

(1) Expenses incidental to liquidation, including any surety bond that may be required;

(2) Any liability due nonmembers; and

(3) Savings club accounts as provided in this chapter.

(c) Assets then remaining shall be distributed to the members proportionately to the shares held by each member as of the

date dissolution was voted or ordered.

(d) As soon as the board or liquidating agent determines that all assets from which there is a reasonable expectancy of

realization have been liquidated and distributed as set forth in this section, they shall execute a certificate of

dissolution on a form prescribed by the State Credit Union Supervisor and file the certificate with him.

(e) The credit union shall be subject to examination by the State Credit Union Supervisor in accordance with its schedules.

California § 15250.

(a) Whenever the board of directors of a credit union recommends by a vote of a majority of all its members the

dissolution of the credit union, the members of the credit union, at any meeting specially called to consider the

subject, may elect to dissolve the credit union, by the vote or written consent of a majority of all members of the

credit union.

(b) The commissioner may approve the dissolution of a credit union which is recommended by the vote of a majority of

the board members of the credit union, even if the dissolution is approved by less than a majority of all members of

the credit union, if the commissioner finds, upon the written and verified application filed by the board of directors,

that (1) notice of the meeting called to consider the dissolution or the written ballot for written vote on the dissolution

was mailed to each member entitled to vote upon the question, (2) the notice or the written ballot disclosed the

purpose of the meeting or the written vote and informed the membership that approval of the dissolution might be

sought pursuant to this section, and (3) a majority of the votes cast upon the question were in favor of the dissolution.

(c) Whenever the members of the board of directors vote to recommend the dissolution of any credit union, the credit

union shall not make any loans, withdrawal of shares, or withdrawal of certificates for funds until the members

approve or disapprove the recommendation of the board of directors.

§ 15251.

If the dissolution of the credit union is approved pursuant to subdivision (a) or (b) of Section 15250, the board of directors

of the credit union shall elect a committee of three members or may by resolution appoint a liquidating agent to liquidate

the assets of the credit union. If the commissioner is appointed liquidating agent, the commissioner may act as liquidating

agent or appoint the National Credit Union Administration or other person to act as liquidating agent. Whenever the

commissioner is appointed liquidating agent, the credit union shall surrender its certificate to act as a credit union.

§ 15252.

Promptly thereafter the president or vice president and secretary or assistant secretary, or a majority of the committee or

the liquidating agent in charge of liquidation, shall sign and verify a certificate stating that the credit union has elected to

wind up and dissolve and showing by what vote or consent such election was made. The certificate shall be filed in the

office of the Secretary of State, and copies of the certificate certified by the Secretary of State shall be filed with the

commissioner.

§ 15253.

After a vote to dissolve a credit union no business may be carried on by the credit union except in the proper course of

liquidation.

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§ 15254.

The committee or the liquidating agent in charge of liquidation may sue in the name and on behalf of the credit union,

and may sell or otherwise dispose of the assets of the credit union, in whole or in part, at public or private sale.

§ 15255.

After determining that all known debts and liabilities of the credit union have been paid or adequately provided for, the

committee or the liquidating agent in charge of liquidation shall distribute all the remaining assets of the credit union

among the members or shareholders. Each share is entitled to its proportionate amount of the assets according to the

amount paid on that share.

§ 15257.

When a credit union has completely wound up, all of its known debts and liabilities actually paid or adequately provided

for or paid as far as its assets permit, and its known assets distributed, a majority of the committee or the liquidating agent

in charge of liquidation shall sign and acknowledge a certificate stating that the credit union has been completely

wound up, its known assets distributed, any tax or penalty due under the Bank and Corporation Franchise Tax Law paid,

and its other known debts and liabilities actually paid or adequately provided for or paid as far as its assets permit and

that the credit union is dissolved.

§ 15258.

The certificate of dissolution shall be filed in the office of the Secretary of State and copies, certified by him, shall be filed

in the office of the commissioner.

§ 15259.

At any time during the liquidation process, the committee or the liquidating agent in charge of liquidation may be

relieved of their duties at the discretion of the commissioner and the commissioner shall thereafter act as the liquidating

agent or appoint a liquidating agent to complete the dissolution of the credit union.

§ 15260.

Where the commissioner finds that on the date of filing with the Secretary of State of the certificate of election to wind up

and dissolve, the credit union does not have sufficient assets to return to its shareholders their investment in full, the credit

union shall not be liable for the costs of administration assessed under Article 4 (commencing with Section 14350) of

Chapter 3.

Colorado § 11-30-120. Suspension – liquidation – procedures.

(2) Any credit union may be voluntarily dissolved and liquidated upon majority vote of the entire membership thereof at a

meeting especially called for the purpose or at the annual meeting where notice of such proposed action is mailed

to the members at least thirty days prior to such meeting. In either event, a copy of the notice shall be delivered to

the commissioner not less than ten days prior to such meeting. Any member of a credit union may cast his ballot for or

against such dissolution and liquidation by mail within twenty days after such meeting. If a majority of the members of

the credit union vote in favor of dissolution and liquidation, the board of directors, within five days after the close of

voting, shall notify the commissioner of such action and specify the names and addresses of the directors and officers

of the credit union who will conduct the dissolution and liquidation of the credit union. Upon such favorable, vote, the

credit union shall cease to do business except or the collection of payments on outstanding loans or other obligations

due the credit union.

(3) Under any procedure to dissolve and liquidate a credit union pursuant to subsection (1) or (2) of this section, the credit

union shall continue in existence for the purpose of discharging its debts, collecting and distributing its assets, and

doing all acts required in order to wind up its business, and it may sue and be sued for the enforcement of its debts

and operations until its affairs are fully adjusted in liquidation. The assets of the credit union shall be used to pay: First,

the expenses incidental to liquidation; second, liabilities due nonmembers; and third, deposits and savings club

accounts. Any remaining assets shall be distributed to the members proportionately to the shares held by each

member as of the date of dissolution.

(4) Upon the liquidation and distribution of all assets of the credit union which may be reasonably expected to be

collectible, the board of directors or the liquidating agent, as the case may be, shall execute in duplicate a

certificate of dissolution, prescribed by the commissioner, upon which date the credit union shall cease to exist, and

file the same with the secretary of state.

Connecticut Sec. 36a-470a. Termination.

(a) A Connecticut credit union may terminate its corporate existence and be dissolved in accordance with a plan of

dissolution as provided in this section.

(b) Within three days after a majority of the governing board has adopted a plan of dissolution of the Connecticut credit

union, the governing board shall file with the commissioner a copy of such plan of dissolution, attested by the

chairman or vice chairman and the secretary or treasurer, and inform the commissioner of the date on which the plan

will be voted on by the members of the Connecticut credit union. The plan of dissolution shall be approved at an

annual or special meeting of the members. Written notice of the date, time and place of the meeting at which the

plan of dissolution is to be considered shall be hand-delivered or mailed to each member at such member’s last-

known address as shown on the records of the Connecticut credit union, not more than thirty or less than seven days

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prior to the date of the vote. The written notice shall clearly describe the plan and the reasons for the plan and shall

notify the member of such member’s right to vote on the plan in person, by proxy or by mail ballot, and shall have an

official form of proxy or mail ballot attached. The affirmative vote of two-thirds of those members voting shall be

required to approve the proposal. Upon receipt of the filing, the commissioner may by order appoint the National

Credit Union Administration or its successor agency to act as liquidating agent.

(c) Within three days after the members of such Connecticut credit union have voted on the plan of dissolution, the

Connecticut credit union shall file with the commissioner a statement of the results of the vote, certified by the

secretary of the credit union. The statement shall state the number of members who voted on the plan and the

number of members who voted in favor of adopting such plan.

(d) On receipt of the statement, the commissioner shall:

(1) Take possession of the property and business of the Connecticut credit union; or

(2) Notify the liquidating agent, if one is appointed as provided in subsection (b) of this section, to take possession

of the property and business of the Connecticut credit union; or

(3) Apply to the superior court for the judicial district of Hartford for the appointment of a receiver for the

Connecticut credit union. The court may appoint the receiver after reasonable notice to the Connecticut

credit union.

The commissioner may seek the appointment of a conservator or receiver for any Connecticut credit union, in

accordance with section 36a-220, if the commissioner certifies, in writing, that no other reasonable alternatives are

available to protect the members and creditors of such Connecticut credit union, and it appears that:

(1) The Connecticut credit union, through insolvency, repeated gross mismanagement or repeated neglect in the

conduct of its operations, is no longer able to carry out the purposes for which it was formed;

(2) The Connecticut credit union has abandoned its activities and is no longer functioning as a Connecticut credit

union and termination cannot be accomplished by any other means; or

(3) Any reason specified in subsection (a) of section 36a-220 exists.

Florida § 657.064 Voluntary liquidation.

A credit union may elect to dissolve voluntarily and liquidate its affairs in the following manner:

(1) Before considering any resolution pertaining to voluntary liquidation by the board of directors, the credit union must

inform the office and the National Credit Union Administration of the time and place of the meeting of the board of

directors. The notification must be transmitted at least 10 days before the board of directors meets.

(2) The board of directors, pursuant to this section, shall, by resolution, recommend to the membership that the credit

union be dissolved and shall state the board’s reasons for such recommendation.

(3) Within 10 days after adoption by the board of directors of the resolution proposing voluntary liquidation, a copy of

the resolution shall be mailed to each member, giving notice of the time, location, and purpose of a special

membership meeting, which must be held not less than 10 nor more than 20 days following the mailing of the

resolution. Included in this notice shall be a mail ballot, allowing each member to vote in favor of or against the

proposed voluntary liquidation. All ballots which are received by the credit union prior to the time set for the special

membership meeting shall be counted together with the ballots cast at the meeting to determine whether the

membership approves of the voluntary liquidation. Adequate procedures shall be established to provide that each

member shall have but one vote. A majority of the votes cast by the members must be in favor of voluntary

liquidation for the credit union to be voluntarily liquidated. Those casting ballots by mail or at the meeting constitute

a quorum for the transaction of business at such special meeting, notwithstanding any contrary bylaw provision.

(4) Upon adoption by the board of directors of a resolution recommending that the credit union be voluntarily

liquidated, the office or the National Credit Union Administration may restrict control or give directions with respect to

the continued business of the credit union pending consideration of the voluntary liquidation by the members. During

such period, no member shall withdraw an aggregate amount in excess of the insurance or guaranty covered by the

credit union. No new extensions of credit

shall be funded during the period between the board of directors’ adoption of the resolution recommending the

voluntary liquidation and the membership meeting called to consider the voluntary liquidation, except for loans fully

secured by a pledge of shares and for the funding of outstanding loan commitments approved before the board of

directors adopts the resolution.

(5) The notice required by subsection (3) shall also be mailed to the office and the National Credit Union Administration

within 5 days after the action of the board of directors. Within 10 days after the meeting of the membership, the

board of directors shall notify the office and the National Credit Union Administration in writing of the action taken by

the members.

(6) If the voluntary liquidation is approved by the membership, the board of directors shall appoint a liquidator to

proceed with the liquidation. All reasonable and necessary expenses of operation during the period of liquidation

shall continue to be paid as authorizable by the board of directors. When all assets from which there is a reasonable

expectancy of realization have been fully paid, the remaining liquidation proceeds shall be paid and distributed to

the members, ratably according to the balances in the share accounts as of the close of the last business day

preceding the date of the resolution of the board of directors pursuant to subsection (2).

(7) The National Credit Union Administration shall have the right of first refusal to be appointed as liquidator of any

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liquidating credit union which it insures. The liquidator shall have all of the powers provided in s. 657.063 regarding

involuntary liquidation. If the National Credit Union Administration declines to serve as liquidator, the board of

directors shall appoint a reasonable person as liquidator and specify the extent of responsibilities and authority

delegated to the liquidator.

(8) When the liquidating agent of the credit union has been appointed, the office may waive or hold inapplicable the

fees required by this chapter and the examination required by s. 655.045(1) if the liquidating agent submits periodic

reports to the office on the status of the liquidation.

(9) Whenever the board of directors or liquidator determines that all assets from which there is a reasonable expectancy

of realization have been liquidated and distributed to the members, a certificate of dissolution on forms prescribed

by the commission shall be prepared and filed with the office together with all pertinent books and records of the

credit union, and thereupon the credit union shall be dissolved and its certificate of authorization canceled. The

office may designate a custodian to maintain the books and records of the liquidated credit union.

Georgia

§ 7-1-114. Voluntary dissolution after commencement of business.

(a) A financial institution which has commenced business may elect to dissolve voluntarily upon:

(1) Adoption by the vote required of its shareholders under subsection (b) of this Codes section of:

(A) A plan of dissolution involving both a provision for assumption of its liabilities by another financial institution and

a provision for continuance of its business if such assumption of its liabilities is not effected; or

(B) Any other plan of dissolution providing for full payment of its liabilities; and

(2) Approval by the department of the plan of dissolution after application for approval thereof in a manner

prescribed by the department.

(b) Adoption of the plan by the shareholders of the financial institution shall require the affirmative vote of the

shareholders entitled to case at least two-thirds of the votes which all shareholders are entitled to cast on the plan

and, if any class of shareholders is entitled to vote on the plan as a class, of the holders of at least two-thirds of the

outstanding shares of such class, provided, in the case of a credit union, adoption of the plan may be made by the

affirmative vote of at least two-thirds of the members present and entitled to vote at a meeting duly called for that

purpose.

(c) Upon receipt of an application for approval of a plan of dissolution, the department shall conduct such investigation

as it may deem necessary to determine whether:

(1) The plan satisfies the requirements of this chapter;

(2) The plan adequately protects the interests of depositors, other creditors, and shareholders; and

(3) The plan involves an assumption of liabilities by another financial institution, such assumption would be consistent

with adequate and sound banking and in the public interest on the basis of factors substantially similar to those set

forth in Code Section 7-1-534.

(d) Within 90 days after receipt of the application, the department shall approve or disapprove the application on the

basis of its investigation and shall immediately give to the financial institution written notice of its decision and, in the

event of disapproval, a general statement of the reasons for its decision. The decision of the department shall be

conclusive, except as it may be subject to judicial review under Code Section 7-1-90.

§ 7-1-115. Winding up voluntary dissolution proceedings.

(a) The board of directors shall have full power to wind up and settle the affairs of a financial institution in voluntary

dissolution proceedings.

(b) Within 30 days after the department’s approval of voluntary liquidation and dissolution, the financial institution shall

give notice of its dissolution:

(1) By mail to each depositor and creditor (except those as to whom the liability of the financial institution has been

assumed by another financial institution pursuant to the plan), including a statement of the amount shown by the

books of the financial institution to be due to such depositor or creditor and a demand that any claim for a

greater amount be filed with the financial institution before a specified date at least 60 days after the date of

notice;

(2) By mail to each lessee of a safe-deposit box and each customer for whom property is held in safe deposit (except

those as to whom the liability of the financial institution has been assumed by another financial institution pursuant

to the plan), including a demand that all property held in a safe-deposit box or held in safe-deposit by the

financial institution be withdrawn by the person entitled thereto before a specified date at least 60 days after the

date of the notice;

(3) By mail to each person interested in funds held in a fiduciary account or other representative capacity;

(4) By a conspicuous posting at each office of the financial institution; and

(5) By such publication as the department may prescribe.

(c) As soon as feasible after the department’s approval of voluntary liquidation and dissolution, the financial institution

shall resign all of its fiduciary appointments and take such action as may be necessary to settle its fiduciary accounts.

(d) Except where liabilities are to be assumed by another financial institution:

(1) All claims of depositors and creditors shall be paid promptly after the date specified in the notice given under

paragraph (1) of subsection (b) of this Code section, and unearned portions of rentals for safe-deposit boxes shall

be rebated to the lessee thereof;

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(2) Safe-deposit boxes whose contents have not been removed after the date specified in the notice given under

paragraph (2) of subsection (b) of this Code section shall be opened under the supervision of the department and

the contents placed in sealed packages which, together with unclaimed property held by the financial institution

in safe deposit, shall be transmitted to the department to be held by it subject to Article 5 of Chapter 12 of Title 44,

provided that the department while holding such property may take such actions as it deems appropriate to

protect the interests of the owner including reducing such property to cash;

(3) After payment of amounts due to all known depositors and creditors, unclaimed amounts due to depositors and

creditors shall be paid through the department and held by it subject to Article 5 of Chapter 12 of Title 44; and

(4) Assets remaining after the performance of all obligations of the financial institution under this subsection and

subsection (c) of this Code section shall be distributed to its shareholders according to their respective rights and

preferences. Partial distributions to shareholders may be made prior to such time only if and to the extent

approved by the department.

(e) During the course of dissolution proceedings, the financial institution shall make such reports as the department may

require and shall continue to be subject to the provisions of this chapter concerning examinations and investigations

of financial institutions. Furthermore, during the course of a voluntary dissolution, the financial institution with the written

permission of the department may elect to use provisions of Article 14 of Chapter 2 of Title 14 that are not in conflict

with this chapter.

(f) If, at any time during the course of dissolution proceedings, the department finds that the assets of the financial

institution will not be sufficient to discharge its obligations, the department may then or at any time thereafter take

possession of the business and property of the financial institution and complete the dissolution in accordance with

this chapter.

§ 7-1-116. Articles of dissolution where business commenced; procedure if not filed.

(a) When all the liabilities of the financial institution have been discharged and all of its remaining assets have been

distributed to its shareholders pursuant to Code Section 7-1-115 or its liabilities have been assumed by another

financial institution, the articles of dissolution shall be signed by two duly authorized officers of the financial institution

under its seal and shall contain:

(1) The name of the financial institution and the post office address of its principal place of business;

(2) A statement that the department has previously approved a plan to dissolve the institution and the date on which

such approval was transmitted to the Secretary of State;

(3) A statement that all liabilities of the financial institution have been discharged and that the remaining assets of the

financial institution have been distributed to its shareholders or that its liabilities have been assumed as provided in

this chapter; and

(4) A statement that there are no actions pending against the financial institution

(b) The articles of dissolution shall be delivered to the department together with the filing fee required by Code Section 7-

1-862. If the department finds that the articles satisfy the requirements of this chapter, it shall deliver its written

approval to the Secretary of State with a copy of the articles of dissolution attached.

(c) Where a financial institution fails to file articles of dissolution within 180 days after the department determines that

dissolution proceedings have been completed as provided in this part, the department may cause notice to be

published in accordance with this chapter to the effect that persons having claims against the financial institution

should notify the department within 30 days of the date of initial publication. If the department receives no such

notifications or if claims are otherwise satisfied, the department shall notify the Secretary of State that the articles of

incorporation or charter are no longer valid and should be promptly canceled of record in the offices of the Secretary

of State.

§ 7-1-117. Certificate of dissolution.

If all applicable fees, charges, and taxes required by law have been paid upon the receipt of the department’s

approval, under Code Section 7-1-113 or 7-1-116, of the articles of dissolution, the Secretary of State shall immediately

issue to the financial institution a certificate of dissolution with the approved articles of dissolution attached thereto and

shall retain a copy of such certificate, the approval of the department and the articles; and the existence of the financial

institution shall cease.

Hawaii §412:3-617 Voluntary cessation of business; dissolution.

(a) Except for a credit union, a solvent Hawaii financial institution whose capital is not impaired and which has not

received a notice of charges and proposed suspension or revocation order pursuant to section 412:2-312 may cease

its business and dissolve if the institution shall have complied with applicable federal law and the following

requirements and conditions:

(1) The board of directors shall adopt a resolution adopting a plan of liquidation and dissolution and recommending

that the financial institution be dissolved, and directing that the question of the dissolution be submitted to the

commissioner for approval, and, if approved, to a vote of the shareholders or members, which vote may be at

either an annual or special meeting. The plan of liquidation and dissolution shall include, but not be limited to,

provisions for the orderly payment or assumption of the institution's deposits and other liabilities and for transfer or

assumption of all trust, agency, and other fiduciary relationships and accounts;

(2) Within five business days after the meeting of the board of directors described in paragraph (1), the financial

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institution shall file an application with the commissioner pursuant to section 412:3-603 for approval to cease

business and dissolve. The application shall be accompanied by a copy of the plan of liquidation and dissolution

certified by two executive officers of the financial institution to have been duly adopted by the board and any

other information that the commissioner may require. A copy of the notice shall be delivered contemporaneously

to the financial institution's federal insurer;

(3) The commissioner shall approve the application to cease business and dissolve if the commissioner is satisfied that

the depositors, beneficiaries, and creditors will be adequately protected under the plan, the institution is not

insolvent or in danger of becoming insolvent, that its capital is not impaired and is not in danger of becoming

impaired, and that no other reason exists to deny the application. The commissioner may impose any restrictions

and conditions as the commissioner deems appropriate;

(4) Upon receipt of the commissioner's approval to cease business and dissolve, the financial institution shall proceed

with the dissolution in accordance with the procedures, conditions, and requirements for, and with the effect of, a

voluntary dissolution by act of corporation pursuant to chapter 414, except that the vote by shareholders or

members to approve the dissolution shall satisfy the requirements of section 412:3-604; and

(5) Any financial institution whose capital is impaired or in danger of becoming impaired, and any institution which is

insolvent or in danger of becoming insolvent, may not undergo a voluntary dissolution.

(b) Subject to the approval of the commissioner, a solvent credit union whose capital is not impaired and which has not

received a notice of charges and proposed order of suspension or revocation pursuant to section 412:2-312 may elect

to dissolve voluntarily and liquidate its affairs in the manner prescribed in this section:

(1) The board of directors shall adopt a resolution adopting a plan of liquidation and dissolution, recommending the

voluntary dissolution of the credit union, and directing that the question of the dissolution be submitted to the

commissioner for approval and, if approved, requesting that the liquidation question be submitted to the members.

The plan of liquidation and dissolution shall include but not be limited to provisions for the orderly payment or

assumption of the credit union's deposits, shares, and other liabilities;

(2) Not later than ten days after the meeting of the board of directors described in paragraph (1), the credit union

shall file an application with the commissioner pursuant to section 412:3-603, for approval to cease business and

dissolve. The application shall be accompanied by a copy of the plan of liquidation and dissolution certified by two

executive officers of the credit union to have been duly adopted by the board and shall include any other

information that the commissioner may require. A copy of the notice shall be delivered contemporaneously to any

government agency or other organization insuring member accounts thereof, in writing, setting forth the reasons

for the proposed liquidation;

(3) The commissioner shall approve the application to cease business and dissolve if the commissioner is satisfied that

the depositors, beneficiaries, and creditors will be adequately protected under the plan, the credit union is not

insolvent or in danger of becoming insolvent, its capital is not impaired and is not in danger of becoming impaired,

and no other reason exists to deny the application. The commissioner may impose any restrictions and conditions

as the commissioner deems appropriate;

(4) Upon receipt of the commissioner's approval to cease business and dissolve and as soon as the board of directors

decides to submit the liquidation question to the members, all business affairs of the credit union, including but not

limited to payments on and withdrawals of shares, share certificates, share drafts, deposits, and deposit

certificates, (except for the transfer of shares or deposits to loans and interest), the making of investments of any

kind (other than short-term investments), and the issuing of loans, shall be suspended until the members act on the

liquidation question. Upon approval by the members, all business transactions of the credit union shall be

permanently discontinued. Transfer of deposits or shares to loans and interest, collection of loans and interest, and

the payment of necessary expenses of operation shall continue upon authorization by the board of directors or the

liquidating agent during liquidation;

(5) An affirmative majority vote by the members by ballot, in person, by letter, or other written communication, is

necessary for a credit union to enter into voluntary liquidation. Whenever authorization for liquidation is to be

obtained at a meeting of the members, notice in writing shall be given to each member, by first-class mail, at least

ten days prior to the meeting;

(6) Not later than ten days after the members act on the liquidation question, the chairperson of the board of

directors shall notify the commissioner and any government agency or other organization insuring member

accounts, in writing, of the action of the members on the liquidation question;

(7) A liquidating credit union shall remain in existence for the purpose of discharging its debts, collecting its loans,

distributing its assets, and any other necessary functions in order to conclude its business. A liquidating credit union

may sue or be sued for the purpose of enforcing its debts and obligations until its affairs are complete;

(8) The board of directors or the liquidating agent who may be the insurer shall use the assets of the credit union to

pay:

(A) First, the expenses incidental to liquidation including any surety bonds required during liquidation;

(B) Second, any liability due to nonmembers;

(C) Third, the deposits and deposit certificates of the members of the credit union; and

(D) Fourth, the remaining assets shall be distributed to the members in proportion to the number of shares held by

each member on the date dissolution was approved by the members;

(9) When the board of directors or the liquidating agent determines that all assets of the credit union having a

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reasonable expectancy of realization have been liquidated and distributed as provided in this section, the board

or the liquidating agent, whichever is applicable, shall complete a certificate of dissolution on a form prescribed

by the commissioner. Upon the completion of the certificate, the board or the liquidating agent, whichever is

applicable, shall file the certificate with the commissioner for the complete dissolution and liquidation of the

credit union; and

(10) Any credit union whose capital is impaired or in danger of becoming impaired, and any credit union that is

insolvent or in danger of becoming insolvent, may not undergo a voluntary dissolution.

(c) Subject to the approval of the commissioner, a nondepository financial services loan company may voluntarily cease

activity for which a license to operate as a financial services loan company is required by this chapter, in the manner

prescribed as follows:

(1) The board of directors shall adopt a resolution approving a plan to cease activity for which a license to operate as

a financial services loan company is required. If applicable, the plan shall include but not be limited to provisions

for the sale, exchange, or disposition of all loans or other business for which a financial services loan company

license is required by this chapter;

(2) The nondepository financial services loan company shall file an application with the commissioner pursuant to

section 412:3-603 for approval to cease activity for which a license to operate as a financial services loan

company is required. The application shall be accompanied by:

(A) A copy of the plan to cease activity for which a license to operate as a financial services loan company is

required, certified by two executive officers of the nondepository financial services loan company, to have

been duly adopted by the board;

(B) The information required in an application filed pursuant to section 412:3-613, if applicable; and

(C) Any other information that the commissioner may require;

(3) The commissioner shall approve the application to cease activity for which a license to operate as a financial

services loan company is required if:

(A) The commissioner is satisfied with the plan;

(B) The conditions for approval contained in section 412:3-613 have been met, if applicable; and

(C) No other reason exists to deny the application;

provided that the commissioner may impose any restrictions and conditions as the commissioner deems

appropriate; and

(4) Upon receipt of the commissioner's approval, a nondepository financial services loan company that has filed a

plan attesting that the company does not retain any loans or other business for which a financial services loan

company license is required by this chapter, shall forthwith surrender to the commissioner all of its financial

services loan company licenses. A nondepository financial services loan company that has filed a plan that

includes provisions for the sale, exchange, or disposition of loans or other business, upon receipt of the

commissioner's approval, shall proceed with its plan to cease activity for which a license to operate as a financial

services loan company is required. Upon completion of its plan, the nondepository financial services loan

company shall file a written notification with the commissioner. The written notification shall be accompanied by

the surrender of all of its financial services loan company licenses.

(d) Nothing in this section shall preclude the commissioner at any time from appointing a receiver or conservator for the

financial institution pursuant to this chapter, or from seeking any relief or sanction from the circuit court that may

otherwise be permitted by law.

Idaho

§ 26-2142. Voluntary and/or involuntary liquidation.

(a) A credit union may elect to dissolve voluntarily and wind up its affairs in the following manner: The board shall adopt a

resolution recommending that the credit union be dissolved voluntarily and directing that the question of dissolution

be submitted to a regular or special meeting of the members. After the adoption of the resolution to voluntarily

dissolve, no receipts shall be accepted nor withdrawals permitted from its share or deposit accounts, nor shall any

loans be made nor any dividends declared nor paid pending final determination by its membership on the voluntary

dissolution. At a meeting especially called to consider the matter, a majority of the entire membership may vote to

dissolve the credit union, provided a copy was mailed to the members of the credit union at least ten (10) days prior

thereto. Any member not present at such meeting may, within the next twenty (20) days vote in favor of or may

oppose dissolution by signing a statement in form approved by the department of finance and such vote shall have

the force and effect as if cast at such meeting. The credit union shall thereupon immediately cease to do business

except for the purposes of liquidation, and the president and secretary shall within five (5) days following such meeting

notify the department of finance of intention to liquidate and shall include a list of the names of the directors and

officers of the credit union together with their addresses.

(b) If the department of finance, after issuing notice of suspension and providing opportunity for a hearing, rejects the

credit union's plan to continue operations, the department of finance may issue a notice of involuntary liquidation and

appoint a liquidating agent. The credit union may request a stay of execution of such action by appealing to the

appropriate court of the jurisdiction in which the credit union is located. Involuntary liquidation may not be ordered

prior to following the suspension procedures outlined in this chapter.

(c) The credit union shall continue in existence for the purpose of discharging its debts, collecting and distributing its

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assets, and doing all acts required in order to wind up its business, and may sue and be sued for the purpose of

enforcing such debts and obligations until its affairs are fully adjusted. The board, or in the case of involuntary

dissolution, the liquidating agent, shall apply and distribute the assets of the credit union or the proceeds from any

disposition of the assets of the credit union in the following sequence:

(1) secured creditors up to the value of their collateral;

(2) costs and expenses of liquidation, including a surety bond that shall be required;

(3) wages due the employees of the credit union;

(4) costs and expenses incurred by creditors in successfully opposing the release of the credit union from certain debts

as allowed by the department of finance;

(5) taxes owed to the United States or any other governmental unit;

(6) debts owed to the United States;

(7) general creditors, secured creditors to the extent their claims exceed the value of their collateral and owners of

deposit accounts to the extent such accounts are uninsured; and

(8) members, to the extent of uninsured share accounts and the organization that insured the accounts of the credit

union.

As soon as the board or the liquidating agent determines that all assets from which there is a reasonable expectancy

of realization have been liquidated and distributed as set forth in this section, the director shall execute a certificate of

dissolution. The credit union shall be subject to examination by and reporting to the department of finance to

determine that all procedures have been observed as required by this chapter, and shall pay such examination fees

as are determined by the department of finance in accordance with its schedules.

(d) If the credit union shall not be completely liquidated and its assets discharged within three (3) years after the special

meeting of the members, the director may take possession of the books, records and assets and proceed to complete

liquidation. If the director determines after one (1) year from the commencement of liquidation proceedings that the

liquidation is not proceeding in a reasonable and expeditious manner under all of the circumstances, he may take

possession of the books, records, and assets and appoint a liquidating agent who shall give a bond to complete the

liquidation.

(e) Liquidation through the stabilization fund may be utilized after meeting the requirements of this section. The

procedure of liquidation shall be as outlined in the practice and procedure policies as adopted by the Idaho credit

union league stabilization fund and approved by the director of finance.

Illinois

(205 ILCS 305/62) (from Ch. 17, par. 4463)

Sec. 62. Liquidation.

(1) A credit union may elect to dissolve voluntarily and liquidate its affairs in the manner prescribed in this Section.

(2) The board of directors shall adopt a resolution recommending the credit union be dissolved voluntarily, and directing

that the question of liquidating be submitted to the members.

(3) Within 10 days after the board of directors decides to submit the question of liquidation to the members, the chairman

or president shall notify the Secretary thereof, in writing, setting forth the reasons for the proposed action. Within 10

days after the members act on the question of liquidation, the chairman or president shall notify the Secretary, in

writing, as to whether or not the members approved the proposed liquidation. The Secretary then must determine

whether this Section has been complied with and if his decision is favorable, he shall prepare a certificate to the effect

that this Section has been complied with, a copy of which will be retained by the Department and the other copy

forwarded to the credit union. The certificate must be filed with the recorder or if there is no recorder, in the office of

the county clerk of the county or counties in which the credit union is operating, whereupon the credit union must

cease operations except for the purpose of its liquidation.

(4) As soon as the board of directors passes a resolution to submit the question of liquidation to the members, payment on

shares, withdrawal of shares, making any transfer of shares to loans and interest, making investments of any kind and

granting loans shall be suspended pending action by members. On approval by the members of such proposal, all

such operations shall be permanently discontinued. The necessary expenses of operating shall, however, continue to

be paid on authorization of the board of directors or the liquidating agent during the period of liquidation.

(5) For a credit union to enter voluntary liquidation, it must be approved by affirmative vote of the members owning a

majority of the shares entitled to vote, in person or by proxy, at a regular or special meeting of the members. Notice, in

writing, shall be given to each member, by first class mail, at least 10 days prior to such meeting. If liquidation is

approved, the board of directors shall appoint a liquidating agent for the purpose of conserving and collecting the

assets, closing the affairs of the credit union and distributing the assets as required by this Act.

(6) A liquidating credit union shall continue in existence for the purpose of discharging its debts, collecting and distributing

its assets, and doing all acts required in order to terminate its operations and may sue and be sued for the purpose of

enforcing such debts and obligations until its affairs are fully adjusted.

(7) Subject to such rules and regulations as the Secretary may promulgate, the liquidating agent shall use the assets of the

credit union to pay; first, expenses incidental to liquidating including any surety bond that may be required; then,

liabilities of the credit union; then special classes of shares. The remaining assets shall then be distributed to the

members proportionately to the dollar value of the shares held by each member in relation to the total dollar value of

all shares outstanding as of the date the dissolution was voted.

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(8) As soon as the liquidating agent determines that all assets as to which there is a reasonable expectancy of sale or

transfer have been liquidated and distributed as set forth in this Section, he shall execute a certificate of dissolution on

a form prescribed by the Department and file the same, together with all pertinent books and records of the

liquidating credit union with the Department, whereupon such credit union shall be dissolved. The liquidating agent

must, within 3 years after issuance of a certificate by the Secretary referred to in Subsection (3) of this Section,

discharge the debts of the credit union, collect and distribute its assets and do all other acts required to wind up its

business.

(9) If the Secretary determines that the liquidating agent has failed to make reasonable progress in the liquidating of the

credit union's affairs and distribution of its assets or has violated this Act, the Secretary may take possession and control

of the credit union and remove the liquidating agent and appoint a liquidating agent to complete the liquidation

under his direction and control. The Secretary shall fill any vacancy caused by the resignation, death, illness, removal,

desertion or incapacity to function of the liquidating agent.

(10) Any funds representing unclaimed dividends and shares in liquidation and remaining in the hands of the board of

directors or the liquidating agent at the end of the liquidation must be deposited by them, together with all books and

papers of the credit union, with the State Treasurer in compliance with the Revised Uniform Unclaimed Property Act.

Indiana

IC 28-7-1-27.1 Dissolution.

A credit union may liquidate its affairs and dissolve in the following manner:

(1) The board of directors of a credit union may vote to submit the question of dissolution to the shareholders.

(2) Upon the decision of the board of directors under subdivision (1), payments on shares, withdrawal of shares, and the

granting of loans shall be immediately suspended, pending a vote by the shareholders on the question whether to

dissolve.

(3) The chairperson of the credit union shall, within ten (10) days after the decision of the board under subdivision (1),

notify the department in writing of the reasons for the proposed dissolution. The notice must include a certified

statement of condition of the credit union.

(4) Upon receiving the notice of dissolution, the department shall conduct an examination of the credit union.

(5) At either an annual meeting or a special meeting, the question of dissolution shall be approved or disapproved by

the shareholders. If approved, such approval shall be evidenced by the written consent of no fewer than two-thirds

(2/3) of the shareholders. Upon approval by the shareholders, payments on shares, withdrawal of shares, and

granting of loans shall cease. If two-thirds (2/3) of the vote cannot be obtained, the director may permit the

voluntary dissolution of the credit union to become effective without the affirmative vote of its membership if the

credit union field of membership has ceased or will cease to exist.

(6) If the department finds that the credit union is solvent or that it has sufficient assets with which to pay its shareholders

and all liabilities, it may approve the dissolution of the credit union and shall notify the credit union in writing.

(7) Upon receipt by the credit union of notice that the resolution for dissolution has been approved by the department,

each member and creditor shall be notified by the credit union in writing that such credit union is in the process of

dissolution. Notification to members shall include a request that such members verify, by passbook or in writing,

shareholdings in or loan obligations to the credit union. Notification to creditors shall include a request that such

creditors present claims to the credit union within ninety (90) days.

(8) The credit union shall be responsible for conserving the assets of the credit union, expediting the liquidation,

discharging all of the debts and liabilities of the credit union, and equitably distributing the assets to the shareholders

at the completion of the liquidation. The board shall ensure that all persons handling or having access to the funds,

books, or records of the credit union are adequately covered by a surety bond to the satisfaction of the department.

(9) The board of directors shall forward to the department a certified statement of condition of the credit union within ten

(10) days after the close of each month.

(10) Within thirty (30) days after the date of final distribution of the assets of the credit union to the shareholders, the board

of directors shall furnish to the department:

(A) a summary showing how the credit union debts and liabilities were paid;

(B) an itemized list of all credit union assets and property distributed to the shareholders, the name of each

shareholder, the number and amount of shares held by each at the time of distribution of assets, the amount

distributed to each, and the date of distribution; and

(C) the name and address of the custodian appointed by the board of directors, who shall preserve the records of

the credit union for five (5) years from the date of final distribution of the assets.

(11) The department shall file with the secretary of state triplicate copies of the resolution for dissolution bearing the

approval of the department as prescribed in IC 28-12-5. The secretary of state shall endorse each copy of the

resolution, file one (1) copy of the resolution, and issue and return a certificate of dissolution to the credit union

together with two (2) copies of the resolution for dissolution.

(12) The credit union shall file with the county recorder of the county in which the articles of incorporation were recorded

one (1) copy of the resolution for dissolution bearing the endorsement of the secretary of state. After this filing, the

credit union shall be dissolved and its existence shall cease.

(13) The credit union shall continue in its corporate capacity for three (3) years from the date of the resolution adopted by

the board as provided in subdivision (1), for the purpose of:

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(A) discharging its debts and obligations;

(B) collecting and distributing its assets; and

(C) doing all other acts required in order to terminate its business; but for no other purpose.

Iowa § 533.405 Voluntary dissolution.

The process of voluntary dissolution shall be as follows:

1. At a special meeting called for that purpose, a state credit union may dissolve upon the affirmative vote of a majority of

its members eligible to vote at the special meeting.

a. Notice of the meeting’s purpose shall be contained in the meeting’s notice.

b. Any member eligible to vote and not present at the meeting may, within twenty days after the date on which the

meeting was held, vote in favor of dissolution by signing a statement in a form approved by the superintendent. This

vote shall have the same force and effect as if cast at the meeting.

2. a. The state credit union shall cease to do business except for the purposes of liquidation immediately upon giving notice

of the special meeting called for the members’ vote on dissolution.

b. The board of directors shall immediately notify the superintendent of the intention of the state credit union to dissolve.

c. The state credit union shall not resume its regular business unless the dissolution fails to receive the required vote of the

members or unless the members have revoked prior affirmative action to dissolve as provided for in subsection 6.

3. a. The board of directors shall have power to terminate and settle the affairs of a state credit union in voluntary

dissolution.

b. The state credit union shall continue in existence for the purpose of discharging its liabilities, collecting and distributing

its assets, and doing all acts required in order to terminate its affairs.

c. The state credit union may sue and be sued for the purpose of enforcing such liabilities and for the purpose of

collecting its assets until its affairs are fully settled.

d. During the course of dissolution proceedings, the state credit union shall make such reports and shall be subject to

such examinations as the superintendent may require.

e. If at any time after the affirmative vote of a majority of the members of a state credit union to dissolve the state

credit union, the superintendent finds that the state credit union is not making reasonable progress toward

terminating its affairs, the superintendent may apply to the district court for appointment of a receiver to terminate

the affairs of the state credit union.

f. If the superintendent finds that a dissolving state credit union is insolvent, the superintendent may proceed as

otherwise provided in this chapter.

4. a. The board of directors may appoint by resolution any responsible person as defined in section 4.1, whose

appointment has been approved by the superintendent, to exercise its powers to terminate and settle the affairs of

the state credit union pursuant to this section.

b. The superintendent may adopt rules establishing the qualifications that must be met by such appointees, including

but not limited to filing a surety bond with the superintendent.

5. a. Upon such proof as is satisfactory to the superintendent that all assets have been liquidated from which there is a

reasonable expectance of realization, that the liabilities of the state credit union have been discharged and

distribution made to its members, and that the liquidation has been completed, the superintendent shall issue a

certificate of dissolution, which certificate shall be filed and recorded in the county in which the state credit union has

its principal place of business and in the county in which its original articles of incorporation were filed and recorded.

b. Upon the issuance of a certificate of dissolution, the existence of the state credit union shall cease.

6. a. At any time prior to any distribution of its assets, a state credit union may revoke the voluntary dissolution

proceedings by the affirmative vote of a majority of its members eligible to vote. This vote, if taken, shall be at a

special meeting called for that purpose in the manner prescribed by the bylaws.

b. The board of directors shall immediately notify the superintendent of any such action to revoke voluntary dissolution

proceedings.

Kansas § 17-2230: Voluntary and involuntary dissolution; procedures; liquidation procedure.

(a) Voluntary. At a meeting especially called to consider the matter, a majority of the entire membership may vote to

dissolve the credit union, provided a copy of the notice was mailed to the administrator at least 10 days prior thereto.

Any member not present at such meeting may, within the next 20 days, vote in favor of dissolution by signing a

statement in form approved by the administrator and such vote shall have the same force and effect as if cast at

such meeting. The credit union shall thereupon immediately cease to do business except for the purposes of

liquidation, and the executive officer of the board and secretary of the board shall, within five days following such

meeting, notify the administrator of intention to liquidate and shall include a list of the names of the directors and

officers of the credit union together with their addresses. Any credit union which has voted to enter into voluntary

dissolution may by action of its board of directors make a written application to the administrator for the appointment

of a liquidating agent and the administrator shall then exercise such powers of appointment, control and supervision

of a liquidating agent as is provided in K.S.A. 17-2206, and amendments thereto, and liquidate such credit union in

accordance with the provisions of this section.

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(c) Liquidating procedure. The credit union shall continue in existence for the purpose of discharging its debts, collecting

and distributing its assets, and doing all acts required in order to wind up its business and may sue and be sued for the

purpose of enforcing such debts and obligations until its affairs are fully adjusted.

The board of directors, or the liquidating agent shall use the assets of the credit union to pay in the following order: (1)

Expenses incidental to liquidation including any surety bond that may be required; (2) remaining liabilities other than

shareholdings; and (3) the assets then remaining, if any, shall be distributed to the savings held by each member or other

shareholder as of the date dissolution was voted.

As soon as the board or the liquidating agent determines that all assets from which there is a reasonable expectancy of

realization have been liquidated and distributed as set forth in this section, they shall execute a certificate of dissolution

on a form prescribed by the administrator and file same with the register of deeds of the county wherein the credit union

had its registered office, who shall, after recording and indexing same, forward it to the administrator, whereupon such

credit union shall be dissolved. The administrator shall furnish a copy of the certificate of dissolution to the secretary of

state.

Kentucky § 286.6-705. Voluntary liquidation -- Filing certificate of dissolution.

(1) A credit union may elect to dissolve voluntarily and liquidate its affairs in the manner prescribed in this section.

(2) The board of directors shall adopt a resolution recommending the credit union be dissolved voluntarily, and directing

that the question of liquidation be submitted to the members.

(3) Within ten (10) days after the board of directors decides to submit the question of liquidation to the members, the

president shall notify the commissioner and any government agency or other organization insuring member accounts

thereof in writing, setting forth the reasons for the proposed liquidation. Within ten (10) days after the members act on

the question of liquidation, the president shall notify the commissioner and any government agency or other

organization insuring member accounts in writing as to the action of the members on the proposal.

(4) As soon as the board of directors decides to submit the question of liquidation to the members, payments on shares,

share certificates, deposits, deposit certificates, withdrawal of shares, making any transfer of shares to loans and

interest, making investments of any kind, and granting loans shall be suspended pending action by members on the

proposal to liquidate. On approval by the members of such proposal, all such business transactions shall be

permanently discontinued. Necessary expenses of operation shall, however, continue to be paid on authorization of

the board of directors or liquidating agent during the period of liquidation.

(5) For a credit union to enter voluntary liquidation, approval by a majority of the members in writing or by a two-thirds

(2/3) majority of the members present at a regular or special meeting of the members is required. Where

authorization for liquidation is to be obtained at a meeting of the members, notice in writing shall be given to each

member, by first class mail, at least ten (10) days prior to such meeting.

(6) A liquidating credit union shall continue in existence for the purpose of discharging its debts, collecting on loans and

distributing its assets, and doing all acts required in order to wind up its business and may sue and be sued for the

purpose of enforcing such debts and obligations until its affairs are fully concluded.

(7) The board of directors or the liquidating agent shall use the assets of the credit union to pay: first, expenses incidental

to liquidation including any surety bond that may be required; second, any liability due non-members; third, deposits

and deposit certificates as provided in this subtitle. Assets then remaining shall be distributed to the members

proportionately to the shares held by each member of the date dissolution was voted.

(8) As soon as the board of directors or the liquidating agent determines that all assets from which there is a reasonable

expectancy of realization have been liquidated and distributed as set forth in this section, they shall execute a

certificate of dissolution on a form prescribed by the commissioner and file it, together with all pertinent books and

records of the liquidating credit union, with the commissioner, whereupon such credit union shall be dissolved.

Louisiana §660. Voluntary dissolution.

A. A credit union may elect to dissolve voluntarily and liquidate its affairs in the manner prescribed in this Section.

B. The board of directors shall adopt a resolution recommending the credit union be dissolved voluntarily, and directing

that the question of liquidation be submitted to the members.

C. Within ten days after the board of directors decides to submit the question of liquidation to the members, the president

shall notify the commissioner and any government agency or other organization insuring member accounts thereof in

writing, setting forth the reasons for the proposed liquidation. Within ten days after the members act on the question of

liquidation, the president shall notify the commissioner and any government agency or other organization insuring

member accounts, in writing, as to the action of the members on the proposal.

D. As soon as the board of directors decides to submit the question of liquidation to the members, payments on shares,

share certificates, deposits, deposit certificates, withdrawal of shares, making any transfer of shares to loans, and

interest, making investments of any kind, and granting loans shall be suspended, pending action by members on the

proposal to liquidate. On approval by the members of such proposal, all such business transactions shall be

permanently discontinued. Necessary expenses of operation shall continue to be paid on authorization of the board of

directors or liquidating agent during the period of liquidation.

E. For a credit union to enter voluntary liquidation, approval by a majority of the members, in writing or by a two-thirds

15

majority of the members present at a regular or special meeting of the members, is required. Where authorization for

liquidation is to be obtained at a meeting of the members, notice in writing shall be given to each member, by first

class mail, at least ten days prior to such meeting.

F. A liquidating credit union shall continue in existence for the purpose of discharging its debts, collecting on loans,

distributing its assets, and doing all acts required in order to wind up its business. It may sue and be sued for the purpose

of enforcing such debts and obligations until its affairs are fully concluded.

G. The board of directors or the liquidating agent shall use the assets of the credit union to pay: first, expenses incidental to

liquidation including any surety bond that may be required; second, any liability due non-members; third, deposits and

deposit certificates as provided in this Section. Assets then remaining shall be distributed to the members

proportionately to the shares held by each member as of the date dissolution was voted.

H. As soon as the board of directors or the liquidating agent determines that all assets from which there is a reasonable

expectancy of realization have been liquidated and distributed as set forth in this Section, they shall execute a

certificate of dissolution on a form prescribed by the commissioner and file the same, together with all pertinent books

and records of the liquidating credit union, with the commissioner, whereupon such credit union shall be dissolved.

I. A credit union having an occupational group common bond where the sponsor organization is dissolved must submit to

the commissioner of financial institutions for approval to continue the credit union service to its members a plan to

protect the rights of all members of record at the time of the loss of the sponsor organizations.

Maine §871-A. Dissolution.

1. Voluntary dissolution. This subsection governs the voluntary dissolution of a credit union.

A. A recommendation may be made that a credit union be dissolved and voluntarily liquidated by majority vote of

either the entire membership of the credit union entitled to vote or the board of directors of the credit union. Within

10 days after recommendation, the credit union shall notify the superintendent, the federal agency that insures the

credit union accounts and the credit union members in writing of the recommendation and the reasons for

dissolution. If the entire membership votes to dissolve and voluntarily liquidate the credit union, then no additional

votes of the entire membership need be taken. If the board of directors of the credit union votes to dissolve and

voluntarily liquidate the credit union, then a special meeting of the credit union's entire membership must be called,

no sooner than 10 days after notice has been mailed to the superintendent. A majority of the entire membership of

the credit union entitled to vote must vote to dissolve and voluntarily liquidate the credit union. Members may cast

their votes by proxy on forms prepared by the board of directors and mailed with the meeting notice.

B. Whenever there is a recommendation of dissolution pursuant to paragraph A, the board of directors shall provide the

superintendent with a plan of dissolution. The plan of dissolution must set forth the method and schedule for

terminating the business of the credit union and may provide for a restriction on withdrawal of shares or withdrawal of

share certificates. Before the 2nd membership vote required in paragraph A may be taken, the board must receive

the superintendent's approval of the plan of dissolution.

C. The superintendent may approve the dissolution of a credit union recommended by a majority of the entire board of

directors but approved by less than a majority of all members if the superintendent finds, upon the written and

verified application of the board, that:

(1) The board mailed written notice of the meeting to consider dissolution to all members qualified to vote;

(2) The notice disclosed the purpose of the meeting and that approval of dissolution might be sought pursuant to this

paragraph;

(3) A majority of the votes cast by the members were in favor of dissolution; and

(4) The board has an acceptable plan of dissolution.

D. If the superintendent approves dissolution, either by vote of the board or vote of the members, the credit union shall

immediately cease to do business, except for the express purposes of liquidation including the discharging of debts,

collecting on loans, distributing assets and every other act necessary to wind up and liquidate the business. It may

sue and be sued for the purpose of enforcing such debts and obligations until its affairs are fully adjusted.

E. The board of directors shall use the assets of the credit union to pay claims in the following order:

(1) Claimants whose claims are secured must receive their security. To the extent their respective claims exceed the

value of the security for those claims, as determined to the satisfaction of the receiver, they each have an

unsecured claim against the credit union having priority as provided in subparagraph (2); and

(2) Unsecured claims against the liquidation estate that are proved to the satisfaction of the receiver have priority in

the following order:

(a) Administrative costs and expenses of liquidation;

(b) Claims for wages and salaries, including vacation, severance and sick leave pay;

(c) Taxes legally due and owing to the United States or any state or subdivision of the United States or state;

(d) Debts due and owing to the State and the United States, including the National Credit Union Administration;

(e) General creditors, and secured creditors to the extent that the secured creditors' respective claims exceed

the value of the security for those claims;

(f) Pro rata distribution to members in proportion to the respective amount of their deposits and shares;

(g) In a case involving liquidation of a corporate credit union, membership capital of the corporate credit union;

(h) In a case involving liquidation of a designated community development credit union, any outstanding

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secondary capital accounts issued pursuant to state law; and

(i) In a case involving liquidation of a corporate credit union, paid-in capital.

F. Priorities for payment of claims under paragraph E are to be based on the circumstances that exist on the date of

the liquidation.

G. If the repudiation or disaffirmance of any contract or lease gives rise to a claim for damages, the claim must be

considered a general creditor claim under paragraph E, subparagraph (2), division (e) and not a cost or expense of

liquidation under paragraph E, subparagraph (2), division (a).

H. All unsecured claims of any category or class or priority described in paragraph E, subparagraph 2, divisions (a) to (i)

must be paid in full, or provisions made for such payment, before any claims of lesser priority are paid. If there are

insufficient funds to pay all claims of a category or class, payment must be made pro rata. Notwithstanding anything

to the contrary in this section, the receiver may, at any time, and from time to time, prior to the payment in full of all

claims of a category or class with higher priority, make such distributions to claimants in priority categories described

in paragraph E, subparagraph (2), divisions (a) to (e) as the receiver believes are reasonably necessary to conduct

the liquidation, as long as the receiver determines that adequate funds exist or will be recovered during the

liquidation to pay in full all claims of any higher priority. If a surplus remains after making distribution in full on all

allowed claims described in paragraph E, subparagraph (2), divisions (a) to (i), the surplus must be distributed pro rata

to the credit union's members.

I. A credit union liquidating voluntarily may not continue in existence for more than 3 years after approval of dissolution,

unless an extension is granted by the superintendent for good cause shown in an application filed prior to expiration

of the 3-year period.

J. After all debts, liabilities and obligations of the credit union are paid or discharged or otherwise adequately provided

for, the credit union shall file articles of dissolution with the Secretary of State. Articles of dissolution must set forth:

(1) The name and address of the credit union;

(2) The date dissolution was approved;

(3) A statement of how dissolution was approved;

(4) A report of liquidating activities; and

(5) Such other information as the superintendent may require.

Dissolution is effective upon the superintendent's acceptance of articles of dissolution for filing with the bureau. At the

time of the superintendent's acceptance of the filing, the credit union ceases to exist, except for the purposes of suits or

other proceedings provided for by law.

Maryland § 6-804. Voluntary dissolution

(a) General rule. -- Any credit union may dissolve voluntarily, if the board, the members of the credit union, and the

Commissioner approve the dissolution as provided in this section.

(b) Director's actions. -- A majority of the board of a credit union proposing to dissolve shall adopt a resolution that:

(1) Recommends that the credit union be dissolved voluntarily; and

(2) Directs that a proposal of dissolution be submitted to the members.

(c) Approval by members. --

(1) A proposed dissolution shall be approved at an annual or special meeting of the members or by mail ballot by the

affirmative vote of two-thirds of the entire membership of the credit union.

(2) The Commissioner may substitute any reasonable method of determining the vote of the members.

(d) Filing with Commissioner. -- After a proposed dissolution is approved by the members, the credit union shall file with the

Commissioner:

(1) A copy of the resolution of the board recommending voluntary dissolution, attested to by:

(i) The chairman or vice chairman of the board; and

(ii) The secretary or treasurer of the credit union;

(2) A verified statement of the names and addresses of the officers and directors of the credit union; and

(3) The vote by which the voluntary dissolution was approved by the members.

(e) Approval by Commissioner; filing with Department of Assessments and Taxation. --

(1) If the Commissioner finds that the credit union is solvent, the Commissioner shall issue to the credit union duplicate

certificates stating that the credit union appears to have complied with this section.

(2) The credit union shall file one of the certificates with the State Department of Assessments and Taxation.

(f) When dissolution effective. -- When the certificate is filed with the State Department of Assessments and Taxation, the

credit union is dissolved.

(g) Winding up. --

(1) On dissolution, a credit union may operate only to wind up its business and affairs.

(2) Under the direction of the Commissioner, the liquidating agent of the dissolved credit union, appointed by the

board, shall:

(i) Discharge its debts and obligations;

(ii) Collect and distribute its assets; and

(iii) Do anything else necessary to wind up its business and affairs.

(3) For 3 years after the dissolution becomes effective, the credit union, acting by its board and liquidating agent:

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(i) Shall continue in existence for the purpose of winding up its business and affairs; and

(ii) May sue and be sued in its name.

Massachusetts Chapter 171, Section 81.

At any regular or special meeting, if proper notice of the purpose has been given, the members, upon recommendation

of not less than two-thirds of the board of directors, may, by a majority vote of those present and entitled to vote, vote to

liquidate the credit union. If a credit union is a member of the Massachusetts Credit Union Share Insurance Corporation, a

committee of four shall be appointed in the following manner for the purpose of conserving and liquidating the assets,

under the direction of said Massachusetts Credit Union Share Insurance Corporation and the commissioner: two members

of the committee shall be appointed by the board of directors of the Massachusetts Credit Union Share Insurance

Corporation, and two members shall be appointed by the liquidating credit union. If the credit union is not a member of

the Massachusetts Credit Union Share Insurance Corporation, a committee of four members shall thereupon be elected

by the members of the credit union for the purpose of conserving and liquidating the assets, under the direction of the

commissioner. Any vacancy in the membership of the committee shall be filled by the remaining members thereof. The

committee, in the name of the credit union, may prosecute and defend all suits and other legal proceedings and may

execute all deeds and other instruments necessary to effectuate any sale of real or personal property or any compromise

authorized by the committee; and any instrument so executed shall be valid and effectual to the same extent as though

executed by the officers of the credit union by authority of its board of directors or of its members. After the credit union

has voted to liquidate, no receipts shall be accepted for, or withdrawals be allowed from, its share or deposit accounts

and no shares shall be transferred to deposits. No loans shall be offset against shares except as approved by the

committee.

After the payment of all debts and deposits, all holders of claims arising out of the ownership of shares, including persons

who have not received payment for shares after requesting the withdrawal thereof, shall be entitled to the remaining

assets in liquidation in proportion to their respective interests therein. The charter of a credit union in process of liquidation

shall become void except for the purpose of discharging existing obligations and liabilities.

Funds representing unclaimed dividends in liquidation and remaining in the hands of the liquidating committee for six

months after the date of the final dividend, shall be deposited by them together with all books and papers of the credit

union, with the commissioner. Such funds shall be deposited in one or more trust companies, savings banks or national

banks or on paid up shares and accounts of and in cooperative banks, or be used to purchase share accounts of a

federal savings and loan association located in the commonwealth to the credit of the commissioner in his official

capacity in trust for the members of the liquidating credit union entitled thereto, according to their several interests. Upon

receipt of evidence satisfactory to him, the commissioner may pay over the money so held by him to the persons

respectively entitled thereto.

In cases of doubt or of conflicting claims, he may require an order of the supreme judicial court authorizing and directing

the payment thereof. He may apply the interest earned by the moneys so held toward defraying the expenses incurred in

the payment of such unclaimed dividends. At the expiration of twelve months from the date of receipt thereof, such

funds as still remain in the hands of the commissioner shall be disposed of as provided in section thirty-five of chapter one

hundred and sixty- seven.

The provisions of this section providing for a preference in the payment of deposit liability shall not apply to credit unions

which are insured in full.

Michigan

§ 490.331 Voluntary or involuntary dissolution.

(1) A domestic credit union may voluntarily dissolve under subsection (2) or be involuntarily dissolved under subsection (3).

(2) A domestic credit union may voluntarily dissolve if all of the following are met:

(a) At least 30 days before the vote described in subdivision (b), the credit union board mails a notice to each

member of the domestic credit union that it is considering dissolution. The credit union board shall not include the

notice with any other mailing sent to the member. The notice shall include all of the following:

(i) A brief explanation of why the board is considering dissolution.

(ii) A brief summary of the major positive and negative effects of the proposed dissolution.

(iii) A request for written comments on the proposed dissolution.

(b) By an affirmative vote of 2/3 of all of the directors entitled to vote, the credit union board approves of a plan of

dissolution and submits the plan and any member comments to the commissioner for preliminary review.

(c) Before the vote of the members under subdivision (g), the commissioner reviews the dissolution plan and any

member comments on the dissolution plan and grants preliminary approval. The commissioner shall grant

preliminary approval of the dissolution plan only if the commissioner is satisfied of all of the following:

(i) The dissolution plan adequately discloses to the members information concerning the advantages and

disadvantages of the proposed dissolution.

(ii) The dissolution does not circumvent a pending supervisory action that is initiated by the commissioner or

another regulatory agency because of a concern over the safety and soundness of the domestic credit union.

(iii) The dissolution plan does not provide any official or employee of the domestic credit union with any

remuneration or other economic benefit in connection with the dissolution of the domestic credit union.

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(d) If the commissioner grants preliminary approval under subdivision (c), the credit union board shall call a special

meeting of the members to vote on the dissolution plan and mail to each member notice of the meeting and

proposed dissolution 90 days and 60 days before the date of the special meeting. Each notice shall include all of

the following:

(i) A summary of the positive and negative effects of the proposed dissolution.

(ii) A statement that the officials and employees will not receive any remuneration or other economic benefit in

connection with the dissolution of the domestic credit union.

(iii) A statement that any interested person may obtain more detailed information about the dissolution from the

domestic credit union at its principal place of business or by any method approved in advance by the

commissioner.

(iv) A statement that the credit union board may substantively amend the proposed plan of dissolution before the

special meeting based on comments from regulatory authorities or any other reason and that the credit union

board may terminate the proposed plan of dissolution.

(v) Instructions for obtaining a copy of the dissolution plan.

(vi) The date of the special meeting and a statement that the vote on the dissolution will close on that date.

(vii) Any other information required by the commissioner.

(e) Thirty days before the special meeting of the members, the credit union board mails a notice of the meeting and

proposed dissolution. The notice shall include all of the information described in subdivision (d) for the 90-day and

60-day notices and shall include the date, time, and place of the special member meeting, a ballot and postage-

paid return envelope, and a summary of the methods permitted for casting votes.

(f) If the plan of dissolution is substantively amended by the credit union board, at least 30 days before the vote of the

members on the plan the credit union board shall mail a notice to each member. The notice shall contain the

information concerning the amended plan of dissolution that is described in subdivision (d) for a notice under that

subdivision.

(g) At a special meeting of members, the members approve of the dissolution and the plan of dissolution by a 2/3 vote

of members voting. A member may vote in person or by mail. With the prior approval of the commissioner, a

domestic credit union may accept member votes by an alternative method that is reasonably calculated to

ensure each member has an opportunity to vote.

(h) The domestic credit union files with the commissioner all of the following:

(i) Certified copies of records of all proceedings held by the credit union board and members of the domestic

credit union.

(ii) Copies of member comments submitted to the domestic credit union under subdivision (a)(iii).

(iii) If that consent or approval is required, a certified copy of the consent or approval of a federal regulatory

authority.

(i) If subdivisions (a) through (h) are met and the commissioner determines that the notices to members were

accurate, timely, and not misleading and that conduct of the vote on the dissolution plan was fair and lawful, the

commissioner shall approve the dissolution and the credit union board may implement the dissolution plan.

Minnesota

§ 52.20 VOLUNTARY DISSOLUTION.

Subdivision 1. Special meeting; liquidation committee.

A credit union may be voluntarily liquidated after two-thirds of the members present and entitled to vote shall have voted

such liquidation at a special meeting called by a majority of the board of directors for that purpose, upon 14 days mailed

written notice to each member at the member's last known address clearly stating the purpose of the special meeting, or

at any regular meeting after like notice of the purpose has been given. By a majority vote of the members present and

entitled to vote at the meeting, a committee of three members shall be elected to liquidate the credit union.

Vacancies in this committee shall be filled by the remaining members of the committee, acting jointly with the board of

directors serving at the time of the vote for liquidation, or by and with the approval of any ten or more shareholders. In

case the remaining members of the committee or a majority of said board of directors shall notify the commissioner of

commerce that a vacancy cannot be filled in the manner therein provided, the commissioner shall have authority to fill

the vacancy from the membership of the credit union as it existed at the time of the vote for liquidation.

Subd. 2.Recording documents; commissioner's approval; bond.

Immediately after this meeting and before the committee shall proceed with the liquidation, the officers of the credit

union shall file with the commissioner of commerce a certified copy of the minutes of this meeting, a written statement

outlining the plan of liquidation, and a verified statement, in writing, signed by a majority of the officers, consenting to this

liquidation containing the names and addresses of all officers and directors of the credit union. After the commissioner of

commerce shall, by proper examination, determine that the credit union is solvent, the commissioner shall, within 60 days,

issue a certificate of approval of the liquidation, which certificate shall be recorded with the county recorder in the

county where the credit union is located. A "solvent" credit union is one which is able to pay all of its debts and deposits.

From and after this special meeting the credit union shall cease to do business except for purposes of liquidation. Before

commencing the liquidation the committee shall execute and file with the commissioner of commerce a bond running to

the state of Minnesota for the benefit of the members and creditors of the credit union in such amount and with such

sureties and in such form as shall be approved by the commissioner of commerce, conditioned for the faithful

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performance of all duties of its trust. A bond may be waived in case of a bulk sale of assets to one or more purchasers

upon terms approved by the commissioner of commerce. Such purchasers may include other credit unions or an

association of credit unions.

Subd. 3.Time of dissolution.

Upon recording this certificate with the county recorder, the credit union shall be deemed dissolved and its corporate

existence terminated except for the purpose of discharging its debts, collecting and distributing its assets, and doing all

other acts required in order to liquidate. The credit union shall have a corporate existence and may sue and be sued.

Subd. 4.Commissioner's intervention.

If the credit union shall not be completely liquidated and its assets discharged within three years after the special

meeting of the members, the commissioner of commerce may take possession of the books, records and assets and

proceed to complete liquidation. If the commissioner determines after one year from the commencement of

liquidation proceedings that the liquidation is not proceeding in a reasonable and expeditious manner under all of the

circumstances, the commissioner may take possession of the books, records, and assets and appoint a liquidating

agent who shall give a bond running to the state of Minnesota.

Subd. 5.Unclaimed dividends.

Funds representing unclaimed dividends in liquidation in the hands of the liquidating committee or the commissioner of

commerce for six months after date of final dividend, shall be deposited with the commissioner of management and

budget, who shall, within one year thereafter, pay over the money so held to the persons respectively entitled thereto

upon being furnished satisfactory evidence of their right to the same, and at the end of that year the commissioner of

management and budget shall credit all residue of the deposit to the general fund. There is hereby appropriated to the

persons entitled to such amounts, from the funds or accounts in the state treasury to which the money was credited, an

amount sufficient to make the payment.

Subd. 6.Final statement.

Upon completion of the liquidation by the liquidating committee, it shall file with the commissioner of commerce a

verified statement in writing signed by the members of the committee stating that all debts of the credit union, and all

deposits, and all shares, or portions of shares which can be paid from the liquidation proceeds, have been paid, except

any unclaimed dividends, and if any such, the amount thereof, the names of the persons entitled thereto, with their last

known addresses, and all books and papers of the credit union shall thereupon be deposited with the commissioner of

commerce.

Mississippi SEC. 81-13-59. Voluntary dissolution.

At any meeting, called for the purpose, notice of the purpose being contained in the call, a majority of the entire

membership may vote to dissolve the corporation and shall, thereupon signify their consent to such dissolution in writing

and shall file such consent with the Commissioner of Banking and Consumer Finance, attested by a majority of its officers,

with a statement of the names and addresses of the directors and officers, duly verified. The commissioner, upon receipt

of satisfactory proof of the solvency of the corporation, shall execute in duplicate a certificate to the effect that such

consent and statement have been filed and that it appears therefrom that the corporation had complied with this

section. Such duplicate certificate shall be filed by such corporation in the office of the clerk of the chancery court of the

county in which said corporation has its place of business and thereupon such credit union shall be dissolved and shall

cease to carry on business except for the purpose of adjusting and winding up its affairs. It shall, by its board of directors,

then proceed to adjust and wind up its business, be empowered to carry out its contracts, collect its accounts receivable,

and liquidate its assets and apply the same in discharge of the obligations of the corporation and, after paying such

obligations, each share according to the amount paid in thereon, shall be entitled to its proportion of the balance of the

assets. Said corporation shall continue in existence for the purpose of discharging its debts and obligations, collecting and

distributing its assets, and doing all other acts required in order to wind up its business, and may sue and be sued for the

purpose of enforcing such debts and obligations until its affairs are fully adjusted and wound up, for three (3) years.

Missouri § 370.350. Dissolution of credit union, liquidation procedure, rulemaking authority, procedure, generally, this chapter.

1. At any meeting called for the purpose, notice of the purpose being contained in the call, three-fourths of the

membership present may vote to dissolve the credit union and shall thereupon signify their consent to such dissolution

in writing and shall file such consent with the director of the division of credit unions attested by a majority of its officers,

with a statement of the names and addresses of the directors and officers duly verified.

2. The director of the division of credit unions shall execute in duplicate a certificate to the effect that such consent and

statement have been filed and that it appears therefrom that the credit union has complied with this section.

3. Such duplicate certificate shall be filed by the credit union in the office of the secretary of state.

4. The director shall then appoint the share insurer or guarantor of the credit union, or other suitable person or persons, or

entities, as liquidating agent, who shall proceed to liquidate the credit union by procedures as defined by rules and

regulations.

5. The director of the division of credit unions is authorized to promulgate rules and regulations concerning the dissolution

of credit unions and, upon the termination of such credit union, and upon notice to the director from his or her

appointed liquidating agent, the director of the division of credit unions shall notify the secretary of state of such final

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dissolution.

6. No rule or portion of a rule promulgated under the authority of this chapter shall become effective unless it has been

promulgated pursuant to the provisions of section 536.024.

7. The director of the division of credit unions, with the consent of another credit union, may transfer the existing

membership and related field of membership of a credit union in dissolution to the second credit union and the

liquidating agent, upon receiving notice of such action, shall forward its records of the members so to be transferred to

the second credit union.

8. Notwithstanding any other provisions of this section, following a membership vote to dissolve the credit union, the

director of the division of credit unions, or his or her appointee, may at the request of the board of directors proceed to

bring about an orderly dissolution of the credit union as provided in subsection 4 of this section.

Montana § 32-3-321. Liquidation.

(1) A credit union may elect to dissolve voluntarily and liquidate its affairs in the manner prescribed in this section.

(2) The board of directors shall adopt a resolution recommending the credit union be dissolved voluntarily and directing

that the question of liquidation be submitted to the members.

(3) Within 14 days after the board of directors decides to submit the question of liquidation to the members, the presiding

officer of the board shall notify the department of administration in writing, setting forth the reasons for the proposed

action and a plan for liquidation. Within 14 days after the members act on the question of liquidation, the presiding

officer of the board shall notify the department in writing as to whether or not the members approved the proposed

liquidation.

(4) Depending on the credit union's circumstances, a proposed liquidation plan may or may not require the suspension of

payment on shares, withdrawal of shares, transfer of shares to loans and interest, investments of any kind, loans, or

other similar financial transactions. On approval by the members of the proposal, all business transactions must be

permanently discontinued. Necessary expenses of operation must continue to be paid on authorization of the

liquidating agent or committee during the period of liquidation.

(5) For a credit union to enter voluntary liquidation, approval by a majority of the members in writing or by a two-thirds

majority of the members present at a regular or special meeting of the members is required. If authorization for

liquidation is to be obtained at a meeting of the members, notice in writing must be given to each member, by first-

class mail, at least 14 days prior to the meeting.

(6) If liquidation is approved, the board of directors shall appoint a liquidating agent or committee for the purpose of

conserving and collecting assets, closing the affairs of the credit union, and distributing the assets as required by this

chapter.

(7) A liquidating credit union shall continue in existence for the purpose of discharging its debts, collecting and distributing

its assets, and doing all acts required in order to wind up its business. The liquidating credit union may sue and be sued

for the purpose of enforcing debts and obligations until its affairs are fully adjusted.

(8) The liquidating agent or committee shall distribute the assets of the credit union or the proceeds of any disposition of

the assets in the sequence described in 32-3-205(6).

(9) As soon as the liquidating agent or committee determines that all assets from which there is a reasonable expectancy

of realization have been liquidated and distributed as set forth in this section, the liquidating agent or committee shall

execute a certificate of dissolution on a form prescribed by the department. The form, together with all pertinent

records of the liquidating credit union, must be filed with the department and the secretary of state. Upon filing with

both entities, the credit union is dissolved.

(10) If the department determines that the liquidating agent or committee has failed to make reasonable progress in the

liquidating of the credit union's affairs and distribution of its assets or has violated a provision of this chapter, the

department may issue a cease and desist order against the liquidating agent or committee and appoint a new

liquidating agent to complete the liquidation under the department's direction and control. The department shall fill

any vacancy caused by the resignation, death, illness, removal, desertion, or incapacity to function of the liquidating

agent.

Nebraska

§ 21-17,108. Liquidation.

(1) A credit union may elect to dissolve voluntarily and liquidate its affairs in the manner prescribed in this section.

(2) If the board of directors decides to begin dissolution procedures, the board shall adopt a resolution recommending

that the credit union be dissolved voluntarily and directing that the question of liquidation be submitted to the credit

union members.

(3) Within ten days after the board of directors decides to submit the question of liquidation to the members, the

president shall notify the department and the National Credit Union Administration in writing of such decision and

setting forth the reasons for the proposed liquidation. Within ten days after the members act on the question of

liquidation, the president shall notify the department and the National Credit Union Administration in writing as to the

action of the members on the proposal.

(4) As soon as the board of directors decides to submit the question of liquidation to the members, payments on,

withdrawal of, and making any transfer of share accounts to loans and interest, making investments of any kind, and

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granting of loans may be restricted or suspended pending action by the members on the proposal to dissolve. Upon

approval by the members of the question of liquidation, all business transactions shall be permanently discontinued.

Necessary expenses of operation shall continue to be paid upon the authorization of the board or the liquidating

agent during the period of liquidation.

(5) For a credit union to enter voluntary liquidation, approval by a majority of the members in writing or by a two-thirds

majority of the members present at a regular or special meeting of the members shall be required. When

authorization for liquidation is to be obtained at a meeting of the members, notice in writing shall be given to each

member, by first-class mail, at least ten days prior to such meeting.

(6) A liquidating credit union shall continue in existence for the purpose of discharging its debts, collecting on loans and

distributing its assets, and doing all acts required in order to conclude its business and may sue and be sued for the

purpose of enforcing such debts and obligations until its affairs are fully concluded.

(7) The board of directors or the liquidating agent shall distribute the assets of the credit union or the proceeds of any

disposition of the assets pursuant to section 21-1734.

(8) As soon as the board of directors or the liquidating agent determines that all assets from which there is a reasonable

expectancy of realization have been liquidated and distributed pursuant to section 21- 1734, the board or the

liquidating agent shall execute a certificate of dissolution on a form prescribed by the department and shall file the

same, together with all pertinent books and records of the liquidating credit union, with the department and the

credit union shall be dissolved.

Nevada NRS 678.820 Voluntary dissolution.

1. At a meeting called to consider dissolution, the membership may vote to dissolve a credit union if notice of the

meeting is mailed to the members at least 10 days prior thereto. Any member who is not present at the meeting may,

within 20 days after the meeting, vote by signing a form furnished by the Division and filing the form with the secretary

of the credit union. An affirmative vote of a majority of the members who vote at the meeting or by filing the form is

required to dissolve the credit union.

2. If the members vote to dissolve, the credit union shall, except for the purpose of liquidation, cease its business

operations immediately.

3. The chair shall, within 5 days after an affirmative vote to dissolve the credit union, notify the Division by mail of the credit

union’s intention to liquidate and include with the notice a list of the names and addresses of the directors and

officers.

NRS 678.840 Procedure for liquidation.

1. A liquidating credit union shall continue in existence for the purpose of discharging its debts, collecting and distributing

its assets, and doing any other acts required to wind up its business.

2. The board or, in the case of involuntary dissolution, the liquidating agent, shall pay from the assets, the obligations of the

credit union in the following order:

(a) Expenses incidental to liquidation including any surety bond that may be required.

(b) Any liability due to nonmembers.

(c) Deposits and savings club accounts.

If any assets remain, they shall be distributed to the members proportionately to the number of shares held by each

member as of the date dissolution was approved by the members or ordered by the Commissioner.

3. As soon as the board or the liquidating agent determines that all assets from which there is a reasonable expectancy

of realization have been liquidated and distributed as set forth in this section, he or she shall execute a certificate of

dissolution on a form provided by the Division and shall file such form with the proper recording authority within the

county in which the credit union has its principal place of business. After filing or recording, and indexing the original

form shall be forwarded to the Division and upon its receipt and filing such credit union shall be officially dissolved.

New Hampshire §383-E:12-1201. Dissolution.

If a special meeting is called for the purpose of addressing dissolution of a credit union and a majority of the members are

in attendance, upon recommendation of not less than 2/3 of the board of directors, the members may dissolve the credit

union by the vote of 2/3 of the members present and voting at a meeting called for that purpose.

§383-E:12-1202. Procedure.

Upon a vote dissolving the credit union, the members shall elect a committee of 3 persons to liquidate the assets of the

credit union. The committee shall act under the control of the bank commissioner. Each paid-in share according to the

amount paid in shall be entitled to its proportional part of the assets in liquidation after all deposits and debts have been

paid.

New Jersey § 17:13-122. Voluntary dissolution; liquidation; notice to authorities; suspension of activities; approval of members; wind-up of

affairs; distribution of assets; certificate of dissolution.

a. A credit union may elect to dissolve voluntarily and liquidate its affairs in the manner prescribed in this section.

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b. The board shall adopt a resolution recommending the credit union be dissolved voluntarily, and directing that the

question of liquidation be submitted to the members.

c. Within 10 days after the board decides to submit the question of liquidation to the members, the chairman shall notify

the commissioner and any government agency or other organization insuring member accounts thereof in writing,

setting forth the reasons for the proposed liquidation. Within 10 days after the members act on the question of

liquidation, the chairman shall notify the commissioner and any government agency or other organization insuring

member accounts, in writing, as to the action of the members on the proposal.

d. As soon as the board decides to submit the question of liquidation to the members, payments on shares, share

certificates, deposits, deposit certificates, withdrawal of shares, making any transfer of shares to loans and interest,

making investments of any kind, and granting loans shall be suspended pending action by members on the proposal to

liquidate. On approval by the members of the proposal, all business transactions shall be permanently discontinued.

Necessary expenses of operation shall, however, continue to be paid on authorization of the board or liquidating agent

during the period of liquidation.

e. For a credit union to enter voluntary liquidation, approval by a majority of the members in writing or by a two-thirds

majority of the members present at a regular or special meeting of the members is required. Where authorization for

liquidation is to be obtained at a meeting of the members, notice in writing shall be given to each member, by first

class mail at least 10 days prior to the meeting.

f. A liquidating credit union shall continue in existence for the purpose of discharging its debts, collecting on loans and

distributing its assets, and doing all acts required in order to wind up its business and may sue and be sued for the

purpose of enforcing the debts and obligations until its affairs are fully concluded.

g. The board or the liquidating agent shall use the assets of the credit union to pay: (1) expenses incidental to liquidation

including any surety bond that may be required; (2) any liability due nonmembers; and (3) deposits and deposit

certificates as provided in this act. Assets then remaining shall be distributed to the members proportionately to the

shares held by each member as of the date dissolution was voted.

h. As soon as the board or the liquidating agent determines that all assets from which there is a reasonable expectancy of

realization have been liquidated and distributed as set forth in this section, they shall execute a Certificate of

Dissolution, on a form prescribed by the commissioner, and file the same, together with all pertinent books and records

of the liquidating credit union, with the commissioner, whereupon the credit union shall be dissolved.

New Mexico § 58-11-58. Dissolution.

A. A credit union may elect to dissolve voluntarily and liquidate its affairs in the manner prescribed in this section.

B. If it decides to begin the procedure, the board of directors shall adopt a resolution recommending the credit union be

dissolved voluntarily and directing that the question of liquidation be submitted to the members.

C. Within ten days after the board of directors decides to submit the questions of liquidation to the members, the

chairman of the board or executive officer shall notify the director and the insuring organization in writing, setting forth

the reasons for the proposed liquidation. Within ten days after such notice, a special meeting of the members shall be

called to vote on whether to liquidate the credit union. Within ten days after the members act on the question of

liquidation, the chairman of the board or executive officer shall notify the director and the insuring organization in

writing as to the action of the members on the proposal.

D. When the board of directors decides to submit the question of liquidation to the members, payments on, withdrawal

of and making any transfer of share and deposit accounts to loans and interest, making investments of any kind and

granting loans may be restricted or suspended pending action by members on the proposal to liquidate. On approval

by the members of the proposal, all business transactions shall be permanently discontinued. Necessary expenses of

operations shall, however, continue to be paid on authorization of the board of directors or liquidating agent during

the period of liquidation.

E. For a credit union to enter voluntary liquidation, approval by a majority of the members in writing or by a two-thirds

majority of the members present at a meeting of the members is required. When authorization for liquidation is to be

obtained at a meeting of the members, notice in writing shall be given to each member, by first class mail, at least ten

days prior to that meeting.

F. A liquidating credit union shall continue in existence for the purpose of discharging its debts, collecting on loans and

distributing its assets and doing all acts required in order to wind up its business and it may sue and be sued for the

purpose of enforcing those debts and obligations until its affairs are fully concluded.

G. The board of directors or the liquidating agent shall distribute the assets of the credit union or the proceeds of any

disposition of the assets in the sequence described in Section 58-11-3 NMSA 1978.

H. When the board of directors or the liquidating agent determines that all assets from which there is a reasonable

expectancy of recovery have been liquidated and distributed as set forth in this section, they shall execute a

certificate of dissolution on a form prescribed by the director and file the same, together with all pertinent books and

records of the liquidating credit union, with the director, whereupon the credit union shall be dissolved.

New York § 465. Withdrawal of shares after voting to liquidate; notices to shareholders.

After the shareholders of a credit union have duly voted that the credit union be closed and such business wound up and

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voluntarily liquidated, and prior to the entry of an order of the supreme court declaring the business of such credit union

closed, any shareholder withdrawing any or all of his shares shall be given written notice by the credit union at the time of

such withdrawal on the withdrawal notice, that it has been duly voted to close the corporation, wind up its business and

voluntarily liquidate, that application may be made to the supreme court for a closing order pursuant to subdivision four

of section six hundred five of this chapter, and that by receiving payment for the shares surrendered, he will not be

entitled to any part of the surplus which may remain upon final liquidation and which would have been credited upon

such shares had the same remained until the time that the closing order was obtained. If the notice is not given as

aforesaid, the shareholder shall be entitled to share in the surplus, as if he had not made the withdrawal.

North Carolina § 54-109.93. Liquidation.

(a) A credit union may elect to dissolve voluntarily and liquidate its affairs in the manner prescribed in this section.

(b) The board of directors shall adopt a resolution recommending the credit union be dissolved voluntarily, and directing

that the question of liquidation be submitted to the members.

(c) Within 10 days after the board of directors decides to submit the question of liquidation to the members, the

president shall notify the Administrator of Credit Unions thereof in writing, setting forth the reasons for the proposed

action. Within 10 days after the members act on the question of liquidation, the president shall notify the

Administrator in writing as to whether or not the members approved the proposed liquidation.

(d) As soon as the board of directors decides to submit the question of liquidation to the members, payment on shares,

withdrawal of shares, making any transfer of shares to loans and interest, making investments of any kind, and

granting loans shall be suspended pending action by members on the proposal to liquidate. On approval by the

members of such proposal, all such business transactions shall be permanently discontinued. Necessary expenses of

operation shall, however, continue to be paid on authorization of the board of directors or liquidating agent during

the period of liquidation.

(e) For a credit union to enter voluntary liquidation, approval by a majority of the members in writing or by a two-thirds

majority of the members present at a regular or special meeting of the members is required. Where authorization for

liquidation is to be obtained at a meeting of the members, notice in writing shall be given to each member, by first-

class mail, at least 10 days prior to such meeting.

(f) A liquidating credit union shall continue in existence for the purpose of discharging its debts, collecting and distributing

its assets, and doing all acts required in order to wind up its business and may sue and be sued for the purpose of

enforcing such debts and obligations until its affairs are fully adjusted.

(g) The board of directors or the liquidating agent shall use the assets of the credit union to pay: first, expenses incidental

to liquidating including any surety bond that may be required; second, any liability due nonmembers; third, deposits

and special purpose thrift accounts as provided in Articles 14A to 14L of this Chapter. Assets then remaining shall be

distributed to the members proportionately to the shares held by each member as of the date dissolution was voted.

(h) As soon as the board of directors or the liquidating agent determines that all assets from which there is a reasonable

expectancy of realization have been liquidated and distributed as set forth in this section, the Administrator of Credit

Unions shall issue to such corporation, in duplicate, a certificate of dissolution which shall be filed by the corporation

in the office of the register of deeds of the county in which the corporation has its place of business. The corporation

shall then be dissolved and its certificate of incorporation revoked. All pertinent books and records of the liquidating

credit union shall be retained by the liquidating agent and/or filed with the Credit Union Division and kept for a

minimum period not to exceed five years. The liquidating agent's fee, if any, shall be set by the Administrator of Credit

Unions.

North Dakota § 6-06.1-01. Approval of liquidation - Notice to commissioner.

A credit union may go into voluntary liquidation on approval of a majority of its members in writing or by a vote in favor

of such liquidation by a majority of the members of the credit union at a regular meeting of the members or at a special

meeting called for that purpose. When authorization for liquidation is to be obtained at a meeting of members, notice in

writing must be given to each member at least seven days before such meeting and the minutes of the meeting must

show the number of members present and the number that voted for and against liquidation. If approval by a majority

of all members is not obtained at the meeting of members, authorization for voluntary liquidation may be obtained by

having a majority of members sign a statement in substantially the following form:

We the undersigned members of the Credit Union, Charter No. , hereby request

the dissolution of our credit union.

Within ten days after the decision of the board of directors to submit the question of liquidation to the members, the

president shall notify the commissioner thereof in writing, setting forth in detail the reasons for the proposed action. Within

ten days after the action of the members on the question of liquidation, the president shall notify the commissioner in

writing as to whether a majority of the members approved the proposed liquidation.

§ 6-06.1-02. Transactions during liquidation.

Immediately on decision by the board of directors of a credit union to seek approval of the members for liquidation,

payments on shares, withdrawal of shares including any transfer of shares to loans and interest, making investments of

any kind, and granting of loans must be suspended pending action by members on the proposal to liquidate, and on

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approval by a majority of the members of such proposal, payments on shares, withdrawal of shares including any

transfer of shares to loans and interest, making investments of any kind, and the making of loans must be permanently

discontinued. Necessary expenses of operation must, however, continue to be paid on authorization by the board of

directors or liquidating agent during the period of the liquidation.

§ 6-06.1-03. Notice of liquidation to members - Creditors.

Immediately on decision by the board of directors, a notice of such decision must be handed to each member or

mailed to the member's last-known address together with a request that the member furnish the member's passbook or

confirm in writing the shares held by the member in the credit union and the loans owed by the member to the credit

union.

On approval of a majority of the members of a credit union of a proposal to liquidate, the board of directors of the

credit union shall immediately have prepared and mailed to all creditors a notice of liquidation containing instructions to

them to present their claims to the credit union within ninety days for payment.

§ 6-06.1-04. Report at commencement of liquidation - Reports during period of liquidation.

At the commencement of voluntary liquidation of a credit union, the treasurer or agent conducting the liquidation shall

file with the commissioner a financial and statistical report and a schedule showing the name, book number, share

balance, and loan balance of each member.

Credit unions in the process of voluntary liquidation shall file with the commissioner a financial and statistical report as of

December thirty-first within ten days after such date. Additional reports, as determined by the commissioner to be

necessary, must be furnished promptly on written request.

§ 6-06.1-05. Examinations in voluntary liquidation.

When deemed advisable by the commissioner, an examination of the books and records of a credit union may be

made prior to, during, or following completion of voluntary liquidation. A fee for each examination must be assessed at

the rate currently in effect for examinations of operating credit unions. Fees must be collected by the commissioner,

transferred to the state treasurer, and deposited in the financial institutions regulatory fund.

§ 6-06.1-06. Responsibility for conduct of voluntary liquidation.

The board of directors of a credit union in voluntary liquidation is responsible for conserving the assets, for expediting the

liquidation, and for equitably distributing the assets to members. The board of directors shall determine that all persons

handling or having access to funds of the credit union are adequately covered by surety bond. The board of directors

shall appoint a custodian for the credit union's records that are to be retained for five years after the charter is canceled.

The board of directors may appoint a liquidating agent and delegate part or all of these responsibilities to the agent and

may authorize reasonable compensation for the agent's services. Any such liquidating agent must be bonded for faithful

performance of the agent's duties. The supervisory committee is responsible for making periodic audits of the credit

union's records, at least quarterly, during the period of liquidation.

§ 6-06.1-07. Partial distribution.

With the written approval of the commissioner, a partial distribution of the credit union's assets may be made to its

members from cash funds available on authorization by its board of directors or by a duly authorized liquidating agent

whose appointment specifically includes such authority.

§ 6-06.1-08. Completion of liquidation.

When all assets of the credit union have been converted to cash or found to be worthless and all loans and debts owing

to it have been collected or found to be uncollectible and all obligations of the credit union have been paid, with the

exception of amounts due its members, the books must be closed and the pro rata distribution to members computed.

The amount of gain or loss must be entered in each member's share account and should be entered in the member's

passbook or statement of account.

§ 6-06.1-09. Distribution of assets.

Promptly after the pro rata distribution to members has been computed, checks must be drawn for the amounts to be

distributed to each member who has surrendered the member's passbook or has given a written confirmation of the

member's balance. The checks must be mailed to such members at their last-known addresses or handed to them in

person. The passbooks or written confirmations submitted by members to verify balances must be retained with the credit

union records. The commissioner must be notified promptly of the date final distribution of assets to the members is

started. Unclaimed share accounts which have been dormant for the period which makes them subject to the escheat

or abandoned property laws of the state of North Dakota must be paid to the state as required by such laws.

§ 6-06.1-10. Final report.

Within one hundred twenty days after the final distribution to members is started, the credit union shall furnish to the

commissioner's office the following:

1. A schedule on an official form of unpaid claims, if any, due members who failed to surrender their passbooks or

confirm their balances in writing during liquidation whose accounts are not payable to the state under applicable

escheat or abandoned property laws, and of unpaid claims, if any, due members or creditors who failed to cash final

distribution checks within the said one hundred twenty days; this schedule must be accompanied by a certified check

or money order payable to the state treasurer in the exact amount of the total of these unpaid claims. The state

treasurer will deposit said funds in a special account where they will be held for the account of the individuals named

on said schedule. Each such individual or any authorized person on the individual's behalf may submit to the state

treasurer a written claim for the amount of such funds held for the individual.

2. A schedule on an official form showing the name, book number, share balance at the commencement of liquidation,

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pro rata share of gain or loss, and the amount of each unclaimed share account paid to the state under applicable

escheat or abandoned property laws. The check number and date of payment to the state should be included in the

schedule.

3. A schedule on an official form showing the name, book number, share balance at the commencement of liquidation,

pro rata share of gain or loss, and the amount distributed to each member.

4. A summary report on liquidation in duplicate on an official form.

5. The certificate of dissolution and liquidation on an official form signed under oath by the board of directors or agent

who conducted the liquidation and made the final distribution of assets to the members.

6. The name and address of the custodian of the credit union’s records.

7. The charter of the credit union.

§ 6-06.1-11. Retention of records - Cancellation of charter.

All records of the liquidated credit union necessary to establish that creditors were paid and that members'

shareholdings were equitably distributed must be retained by a custodian appointed by the board of directors of said

credit union for a period of five years following the date of cancellation of the charter.

On proof that distribution of assets has been made to members and within one year after receipt of the certificate of

dissolution and liquidation, the commissioner shall cancel the charter of the credit union concerned.

§ 6-06.1-12. Further instructions and information.

Further detailed instructions, information, and official forms pertaining to voluntary liquidations may be obtained from the

commissioner's office, Bismarck, North Dakota, 58505.

Ohio § 1733.35 Dissolution.

A majority of the entire membership may vote to dissolve the credit union at a regular or special meeting called for that

expressly stated purpose. Any member, within twenty days of the date of the mailing of notice of such meeting, may

vote on the question of dissolution by signing a statement in form approved by the superintendent of credit unions, and

such vote shall have the same force and effect as any other vote. The credit union shall thereupon immediately cease

to do all business except for the purpose of liquidation, and the president and secretary shall, within fifteen days

following such meeting, notify the superintendent in writing of its intention to liquidate, and shall include in such notice a

list of the names of directors and officers of the credit union together with their addresses.

Oklahoma

O.S. §, 2018. Voluntary Dissolution.

A credit union may elect to dissolve voluntarily and liquidate its affairs. The process of voluntary dissolution shall be as

follows:

(A) The board of directors shall adopt a resolution recommending the credit union be dissolved voluntarily, and directing

that the question of dissolution be submitted to the members. For a credit union to enter voluntary dissolution,

approval by a majority of the members in writing or by a simple majority vote of the members at a regular or special

meeting of the members is required. Where authorization for dissolution is to be obtained at a meeting of the

members, notice in writing shall be given to each member, by first-class mail, at least ten (10) days prior to such

meeting.

(B) Within ten (10) days after the board of directors decides to submit the question of dissolution to the members, the

president shall notify the Bank Commissioner and any government agency or other organization insuring member

accounts thereof in writing, setting forth the reasons for the proposed dissolution. Within ten (10) days after the

members act on the question of dissolution, the president shall file with the Bank Commissioner a statement of their

consent to dissolution, attested by a majority of the officers and including the names and addresses of the officers

and directors, and shall notify any government agency or other organization insuring member accounts in writing as

to the action of the members on the proposal. As soon as the board of directors decides to submit the question of

dissolution to the members, payments on shares or deposits, withdrawal of shares or deposits, making any transfer of

shares or deposits to loans and interest, making investments of any kind and granting loans may be suspended, only

with the approval of the Bank Commissioner, pending action by members on the proposal to dissolve. On approval

by the members of such proposal, all such business transactions shall be permanently discontinued. Necessary

expenses of operation shall, however, continue to be paid on authorization of the board of directors or liquidating

agent during the period of dissolution.

(C) The Bank Commissioner shall determine whether or not the credit union is solvent. If the credit union is solvent, the

Bank Commissioner shall issue in duplicate a certificate to the effect that this section has been complied with.

(D) The certificate shall be filed with the Secretary of State, and a certified copy thereof filed in the office of the county

clerk of the county in which the credit union is located, whereupon said credit union shall cease to carry on business,

except for the purpose of liquidation and distribution of its assets.

(E) The credit union shall continue in existence for the purpose of discharging its debts, collecting and distributing its

assets, and doing all other acts required in order to wind up its business, and may sue and be sued for the purpose of

enforcing such debts and obligations until its affairs are fully adjusted. The board of directors or, in the case of

involuntary dissolution, the liquidating agent shall use the assets of the credit union to pay; first, expenses incidental to

liquidation including any surety bond that may be required; and second, any liability due nonmembers. Assets then

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remaining, if any, shall be distributed to the members proportionately to the combined shares and deposits held by

each member as of the date dissolution was voted, unless otherwise provided in the bylaws.

Oregon

§ 723.676 Liquidation.

(1) A credit union may elect to dissolve voluntarily and liquidate its affairs in the manner prescribed in this section.

(2) The board of directors shall adopt a resolution recommending the credit union be dissolved voluntarily and directing

that the question of liquidation be submitted to the members.

(3) Within 10 days after the board of directors decides to submit the question of liquidation to the members, the

president or chairperson of the board shall notify the Director of the Department of Consumer and Business Services

thereof in writing setting forth the reasons for the proposed action. Within 10 days after the members act on the

question of liquidation, the president or chairperson of the board shall notify the director in writing as to whether or

not the members approved the proposed liquidation.

(4) As soon as the board of directors decides to submit the question of liquidation to the members, payment on shares,

withdrawal of shares, making any transfer of shares to loans and interest, making investments of any kind and granting

loans shall be suspended pending action by members on the proposal to liquidate. On approval by the members of

such proposal, all such business transactions shall be permanently discontinued. Necessary expenses of operation

shall, however, continue to be paid on authorization of the board of directors or liquidating agent during the period

of liquidation.

(5) For a credit union to enter voluntary liquidation, approval by a majority of the members in writing or by a two-thirds

majority of the members present at a regular or special meeting of the members is required. Where authorization for

liquidation is to be obtained at a meeting of the members, notice in writing shall be given to each member by first

class mail to the member’s last-known address at least 10 days prior to such meeting.

(6) A liquidating credit union shall continue in existence for the purpose of discharging its debts, collecting and

distributing its assets and doing all acts required in order to wind up its business and may sue and be sued for the

purpose of enforcing such debts and obligations until its affairs are fully adjusted.

(7) The board of directors or the liquidating agent shall use the assets of the credit union to pay: First, expenses incidental

to liquidating including any surety bond that may be required; and, second, any liability due nonmembers. Assets

then remaining shall be distributed to the members proportionately to the shares and deposits held by each member

as of the date dissolution was voted.

(8) As soon as the board of directors or the liquidating agent determines that all assets from which there is a reasonable

expectancy of realization have been liquidated and distributed as set forth in this section, they shall execute a

certificate of dissolution on a form prescribed by the director and file the same, together with all pertinent books and

records of the liquidating credit union, with the director, whereupon such credit union shall be dissolved.

Pennsylvania

§ 1301. Dissolution authorized.

Any credit union may elect to dissolve voluntarily and wind up its affairs in the manner provided in this chapter. However,

if it shall appear to the department, upon an examination of the business, assets and affairs of the credit union, that its

assets will probably be insufficient to pay in full its members and creditors, it shall take possession of the business and

property of the credit union and retain possession until its affairs are finally liquidated.

§ 1302. Approval of voluntary dissolution.

(a) General rule.--The procedure for voluntary dissolution shall be as follows:

(1) A plan of dissolution, setting forth in detail the number of liquidating trustees, which shall be one, three or five, to be

elected by the members, the amount of the bond which shall be supplied by each of the liquidating trustees and

the powers, duties and compensation of such trustees, shall be adopted by a vote of at least two-thirds of all

directors of the credit union.

(2) A meeting of the membership shall be called for the purpose of acting on the plan of dissolution. Notice setting

forth the date and purpose of such meeting shall be furnished each member at least ten days prior to the date of

the meeting. The plan of dissolution shall be adopted upon the affirmative vote of a majority of the entire

membership of the credit union in person or by written ballot.

(3) Upon approval of the plan, the members shall forthwith proceed to elect the number of liquidating trustees

provided for in the plan of dissolution. If more than one liquidating trustee is to be elected, each member shall

have the right to multiply his vote by the number of trustees to be elected and cast the whole number of such votes

for one candidate or distribute them among two or more candidates. The candidates receiving the highest

number of votes up to the number of liquidating trustees to be chosen shall be elected.

(4) A certificate of election to dissolve signed by a duly authorized officer of the credit union shall be executed and

delivered to the department. The certificate shall set forth:

(i) The name of the credit union.

(ii) The exact location of its place of business.

(iii) The names and addresses of its officers and directors.

(iv) The number of directors voting for, and the number voting against, the proposed plan of voluntary dissolution.

(v) The total number of members and the number of members voting for, and the number voting against, the

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proposed plan of voluntary dissolution.

(vi) The names and addresses of the proposed liquidating trustees and the number of votes received by every

candidate for the position of liquidating trustee.

(vii)The amount of the bond required to be supplied by each trustee.

(viii) A verified statement by each of the proposed liquidating trustees stating that he is willing to serve as

liquidating trustee, subject to the provisions of this chapter and to the terms of the proposed plan of voluntary

dissolution, that he will, so far as the duty devolves upon him, diligently and honestly liquidate the affairs of the

credit union, and will not knowingly violate or permit to be violated any of the provisions of this chapter or of

the proposed plan of voluntary liquidation.

(ix) The proposed plan of voluntary dissolution.

(b) Department review.--Upon receipt of the certificate of election to dissolve, the department shall conduct an

examination or an investigation, or take such other action as it deems necessary, to determine whether to approve

the plan of voluntary dissolution. If the department determines that the plan of voluntary dissolution does not prejudice

the interests of members or creditors, it shall endorse its approval on the certificate of election to dissolve and send it to

the Department of State for filing. If the department disapproves the plan, it shall return the certificate to the credit

union stating in detail its reasons for doing so.

(c)Effect of filing certificate.--Upon the filing by the Department of State of the certificate of election to dissolve, the

Department of State shall furnish a copy thereof to the department and the credit union. Upon such filing, the

credit union shall cease to transact its business, and the liquidating trustee or trustees shall commence the

liquidation of the credit union. The liquidating trustee or trustees shall thereafter be authorized to carry out, in his

own name or in their own names as liquidating trustee or trustees of the credit union, the powers granted to him or

them by the plan of voluntary dissolution and may sue and be sued for the purpose of determining and enforcing

the debts due the credit union and its obligations.

(d) Cross reference.--See 15 Pa.C.S. § 134 (relating to docketing statement).

§ 1303. Dissolution proceedings.

(a) Collection and distribution of assets.--The liquidating trustee or trustees shall proceed in the manner provided by the

department to gather the assets, determine the liabilities and distribute the assets of the credit union until its affairs are

fully adjusted and wound up. Under this section the department shall set forth the order of the distribution of the

assets. The provisions of this section on distribution of assets apply whether the dissolution is voluntary or involuntary.

(b) Proof of claims.--The liquidating trustee or trustees shall notify all creditors and members appearing on the records of

the association, by notice sent to or given at the address appearing for such creditor or member on the records or, if

no address appears there, at the last known address of the creditor or member, of the amount which the records

show to be due such member or creditor. The liquidating trustee or trustees shall also advertise, for three successive

weeks in a newspaper of general circulation and in a legal newspaper, if any, in the county in which the credit union

is located, that the credit union is liquidating pursuant to a plan of voluntary liquidation. The advertisement shall set

forth a date not less than 90 days after the date of the first published advertisement before which all creditors or

members must present their claims, under oath or affirmation, to the trustee or trustees or be bound by the amount

shown on the records of the credit union to be due them. Thereafter, all claims shall be permanently barred.

(c) Limitation period.--Any claim which is rejected or disallowed by the trustee or trustees shall be barred unless an action

is brought thereon within 90 days after mailing of the notice of rejection or disallowance.

(d) Transfer possession.--If the department takes possession of the credit union under section 503(c) (relating to regulation

by department) and appoints the National Credit Union Administration to liquidate the credit union or take other

action deemed appropriate regarding the credit union, then the department shall be deemed to have surrendered

jurisdiction of the credit union and the department shall have no liability related to such credit union.

§ 1304. Department supervision.

The department shall continue to supervise the credit union, in the hands of the liquidating trustee or trustees, until the

liquidation is complete and the affairs of the credit union are fully settled.

§ 1305. Articles of dissolution.

(a) General rule.--When, in the opinion of the department, the liquidation of a credit union is complete and its affairs are

fully settled, the department shall execute and file in the Department of State articles of dissolution, which shall set

forth:

(1) The name of the credit union.

(2) The statute under which the credit union was incorporated and the date of incorporation.

(3) A statement that the liquidation of the credit union is complete and its affairs are fully settled.

(b) Filing procedures.--A certificate or statement provided for by 15 Pa.C.S. § 139 (relating to tax clearance of certain

fundamental transactions) shall not be required and the Department of State shall not charge a fee in connection

with the filing of articles of dissolution under this section. See 15 Pa.C.S. § 134 (relating to docketing statement).

(c) Effect.--Upon the filing of the articles of dissolution in the Department of State, the existence of the credit union shall

cease.

Rhode Island Silent

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South Carolina SECTION 34-26-1200. Dissolution; voluntary liquidation; distribution of assets.

(1) A credit union may elect to dissolve voluntarily and liquidate its affairs in the manner prescribed in this section.

(2) If it decides to begin the procedure, the board of directors shall adopt a resolution recommending the credit union

be dissolved voluntarily, and directing that the question of liquidation be submitted to the members.

(3) Within ten days after the board of directors decides to submit the question of liquidation to the members, the credit

union shall notify the Board of Financial Institutions and the insuring organization in writing, setting forth the reasons for

the proposed liquidation. Within ten days after the members act on the question of liquidation, the credit union shall

notify the Board of Financial Institutions and the insuring organization in writing as to the action of the members on the

proposal.

(4) As soon as the board of directors decides to submit the question of liquidation to the members, payments on,

withdrawals of, and making any transfer of share and deposit accounts to loans and interest, making investments of

any kind, and granting loans may be restricted or suspended pending action by members on the proposal to

liquidate. On approval by the members of such proposal, all such business transactions shall be permanently

discontinued. Necessary expenses of operation shall, however, continue to be paid on authorization of the board of

directors or liquidating agent during the period of liquidation.

(5) For a credit union to enter voluntary liquidation, approval is required by a two-thirds majority of the members voting in

accordance with Section 34-26-570(2) of this chapter at a regular or special meeting of the members. When

authorization for liquidation is to be obtained at a meeting of the members, notice in writing shall be given to each

member, by first class mail, at least ten days prior to such meeting. Certification of the voluntary liquidation shall be

filed with the board accompanied by the resolution of the board of directors and a certified extract of the

shareholders' meeting approving the liquidation.

(6) A liquidating credit union shall continue in existence for the purpose of discharging its debts, collecting on loans and

distributing its assets, and performing all duties required in order to wind up its business and may sue and be sued for

the purpose of enforcing such debts and obligations until its affairs are fully concluded.

(7) The board of directors or the liquidating agent shall distribute the assets of the credit union or the proceeds of any

disposition of the assets in the sequence described in Section 34-26-220(6).

(8) As soon as the board of directors or the liquidating agent determines that all assets from which there is a reasonable

expectancy of realization have been liquidated and distributed as set forth in this section, they shall execute a

certificate of dissolution and file the same, together with all pertinent books and records of the liquidating credit

union, with the Board of Financial Institutions, whereupon such credit union shall be dissolved.

Tennessee § 45-4-901. Dissolution.

(a) A majority of the entire membership of any credit union may vote to dissolve the credit union at a regular or special

meeting called for that expressly stated purpose.

(b) Any member, within twenty (20) days of the date of the mailing of notice of the meeting, may vote on the question of

dissolution by signing a statement in a form approved by the commissioner, and the vote shall have the same force

and effect as any other vote.

(c) The credit union shall, upon a vote for dissolution, immediately cease to do all business except for the purpose of

liquidation, and the president and secretary shall, within fifteen (15) days following the meeting, notify the

commissioner in writing of its intention to liquidate, and shall include in the notice a list of the names of directors and

officers of the credit union together with their addresses.

§ 45-4-902. Liquidation.

(a) A credit union under order to liquidate or in the course of dissolution or liquidation shall continue in existence for the

purpose of discharging its debts, collecting and distributing its assets, and doing all acts required in order to wind up its

business, and may sue and be sued for the purpose of enforcing the debts and obligations until its affairs are fully

adjusted. The board of directors of the credit union, or, in the case of involuntary dissolution or liquidation by order of

the commissioner, the liquidating agent, shall use the assets of the credit union to pay:

(1) All expenses incidental to liquidation, including, but not limited to, any surety bond that may be required;

(2) Any liability due nonmembers; and

(3) Redemption of shares, share accounts, and members' special accounts.

Assets then remaining shall be distributed to the members proportionately to the purchase price of shares held by

each member as of the date dissolution was voted, or the date of order of liquidation or suspension by the

commissioner, as the case may be.

(b) As soon as the board or the liquidating agent determines that all assets from which there is a reasonable expectancy

of realization have been liquidated and distributed as set forth in this section, it shall execute a certificate of

dissolution and forward the same to the commissioner, who shall review the details of the liquidation and, if

approving it, shall issue a certificate of approval and return the certificate to the board or liquidating agent, who

shall then file it with the secretary of state and thereafter with the office of the register of deeds of the county in

which the credit union has its principal place of business.

(c) If a credit union has filed a certificate of dissolution or has indicated an intention to file the certificate, and the

directors and officers of the credit union, in the opinion of the commissioner, are not conducting the liquidation

29

proceedings in an expeditious, orderly, and efficient manner or in the best interests of its members, the commissioner

may terminate the liquidation proceedings, take possession of the business and property of the credit union, and, for

the purpose of carrying out the liquidation, may appoint, or cause to be appointed, a liquidating agent. The

liquidating agent shall furnish bond for the faithful discharge of duties in an amount to be approved by the

commissioner.

(d) The liquidating agent may, under rules and regulations that the supervisor prescribes:

(1) Receive and take possession of the books, records, assets, and property of every description of the credit union in

liquidation; sell, enforce collection of, and liquidate the assets and property; compound all bad or doubtful debts;

sue in the name of the credit union in liquidation; and defend actions brought against the liquidating agent in that

capacity or against the credit union;

(2) Receive, examine, and pass upon all claims against the credit union in liquidation, including claims of members;

(3) Make distribution and payment to creditors and members as their interests appear;

(4) Execute documents and papers and do other acts that the liquidating agent deems necessary or desirable to

discharge duties; and

(5) The expenses incurred by the liquidating agent in the liquidation of the credit union include the compensation of

the liquidating agent and any other necessary or proper expenses connected therewith, all of which shall be paid

in order of priority out of the property of the credit union in the hands of the liquidating agent. The expenses of

liquidation, including the compensation of the liquidating agent, are subject to approval by the commissioner

unless the agent is appointed by the court.

Texas

Sec. 126.451. BOARD RESOLUTION.

Unless the commissioner has issued a liquidation order, the board may adopt a resolution recommending voluntary

dissolution of the credit union and directing submission of the question of liquidation to the members of the credit union.

Sec. 126.452. NOTIFICATION TO COMMISSIONER OF PROPOSED LIQUIDATION.

Not later than the fifth day after the date on which the board's resolution recommending voluntary dissolution is

adopted, the board's presiding officer shall notify the commissioner in writing of the reasons for the proposed liquidation.

Sec. 126.453. NOTICE OF MEETING TO LIQUIDATE.

Notice of the special meeting to consider voluntary liquidation shall be mailed by first-class mail to each member of the

credit union and the commissioner not later than the 10th day before the date of the meeting.

Sec. 126.454. CREDIT UNION OPERATIONS BEFORE AND AFTER VOTE.

Immediately after notice under Section 126.453 is mailed, the commissioner may restrict control or give direction with

respect to the continued business of the credit union pending consideration of voluntary liquidation by the members.

During that period, no member shall withdraw an aggregate amount in excess of the share insurance covered by the

credit union. No new extensions of credit shall be funded during the period between the board of directors' adoption of

the resolution recommending voluntary liquidation and the membership meeting called to consider voluntary

liquidation, except for the issuance of loans fully secured by a pledge of shares and the funding of outstanding loan

commitments approved before adoption of the resolution. If the vote to dissolve and liquidate the credit union is

affirmative, the credit union may conduct only business incidental to liquidation.

Sec. 126.455. VOTE ON VOLUNTARY LIQUIDATION.

At a special meeting called to consider the proposed liquidation, a majority of the credit union members, but not less

than a quorum, may vote to dissolve and liquidate the credit union. Those members casting votes by mail or at the

meeting constitute a quorum for the transaction of business at the special meeting, notwithstanding a bylaw provision to

the contrary.

Sec. 126.456. NOTICE TO COMMISSIONER OF AFFIRMATIVE VOTE TO LIQUIDATE.

(a) The board's presiding officer or president and the secretary shall notify the commissioner of the intention to liquidate

not later than the fifth day after the affirmative vote to dissolve and liquidate.

(b) The person notifying the commissioner must include a list of the names and addresses of the credit union's officers and

directors with the notice.

Sec. 126.457. APPOINTMENT OF LIQUIDATING AGENT.

(a) If the members approve the liquidation, the board shall appoint a liquidating agent to:

(1) conserve and collect the credit union's assets;

(2) wind up the credit union's affairs;

(3) discharge the credit union's debts;

(4) distribute the credit union's assets; and

(5) take any other action necessary and incidental to liquidating the credit union.

(b) The National Credit Union Administration or other insuring organization has the right of first refusal to be appointed as

liquidating agent of any credit union that it insures.

Sec. 126.458. APPLICATION OF LAW TO CREDIT UNION IN VOLUNTARY LIQUIDATION.

A credit union in the process of voluntary dissoluion and liquidation remains subject to this subtitle and Chapter 15,

including provisions for examination by the commissioner, and the credit union shall furnish reports as required by the

commissioner.

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Utah § 7-9-36. Dissolution.

(1) A credit union may be dissolved upon a majority vote of the entire membership.

(2) A copy of a notice of a special meeting to consider the matter shall be mailed to the members of the credit union

at least 10 days before the date of the meeting.

(3) Any member not present at the meeting may within the following 20 days vote for or against dissolution by

signing a statement approved by the commissioner. A vote cast in this manner has the same force and effect

as if cast at the meeting. A member not voting within the 20-day period is considered to be in favor of the

dissolution.

(4) The officers of the credit union may appoint a liquidating agent, subject to the approval of the commissioner,

who has the right to exercise all the powers of the dissolved credit union to wind up its affairs. If the liquidating

agent is other than a bona fide trade association of authorized credit unions recognized by the commissioner, or

the National Credit Union Administration, the liquidator shall provide a bond or other security, as required by the

commissioner, for the faithful discharge of duties in connection with the liquidation, including accounting for all

money collected.

(5) Upon the vote required under this section, a certificate of dissolution, signed by the chair of the board and the

secretary, shall be filed with the commissioner and shall state the vote cast in favor of dissolution, the proposed

date upon which the credit union will cease to do business, the names and addresses of the directors and officers

of the credit union and the name and address of the liquidating agent appointed by the officers of the credit

union. The commissioner shall approve the dissolution unless he finds that the procedures set forth in this section

have not been properly followed.

(6) Upon approval, the credit union shall cease to do business except for the purpose of discharging its debts,

collecting and distributing assets, and doing all acts required to adjust, wind up, and dissolve its business and

affairs. It may sue and be sued for the purpose of enforcing debts or obligations until its affairs are fully adjusted.

(7) If the board or the liquidating agent determines that all assets from which a reasonable return could be expected

have been liquidated and distributed, it shall execute a certificate of dissolution in a form approved by the

commissioner and file it with the department and the Division of Corporations and Commercial Code. After the

certificate has been filed, the credit union is dissolved.

Vermont § 36101. Suspension, voluntary liquidation, and involuntary liquidation.

(b) Voluntary liquidation. At a meeting specially called to consider the matter, a majority of the entire membership may

vote to dissolve the credit union, if a copy of the notice was mailed to the members of the credit union at least ten

days prior thereto. Any member not present at the meeting may within the next 20 days vote in favor of dissolution by

signing a statement in a form approved by the commissioner, and the vote shall have the same force and effect as if

cast at the meeting. The credit union shall thereupon immediately cease to do business except for the purposes of

liquidation, and the chairperson of the governing body and secretary shall, within five days following the meeting,

notify the commissioner of the credit union's intention to liquidate and shall include in the notification a list of the

names and addresses of the directors and officers of the credit union.

(d) Liquidating procedure. The credit union shall continue in existence for the purpose of discharging its debts, collecting

and distributing its assets, and doing all acts required in order to wind up its business and may sue and be sued for the

purpose of enforcing those debts and obligations until its affairs are fully adjusted. The governing body or, in the case

of involuntary dissolution, the liquidating agent shall use the assets of the credit union to pay: first, expenses incidental

to liquidation including any surety bond that may be required; second, any liability due nonmembers; third, deposits

and savings club accounts as provided in this chapter. Assets then remaining shall be distributed to the members

proportionately to the shares held by each member as of the date liquidation was voted. As soon as the governing

body or the liquidating agent determines that all assets from which there is a reasonable expectancy of realization

have been liquidated and distributed as set forth in this section, it shall execute a certificate of liquidation on a form

prescribed by the Commissioner and file it with the Secretary of State. The certificate shall, after filing or recording

and indexing, be forwarded to the Commissioner whereupon the credit union shall be dissolved.

(e) NCUA as liquidating agent. In the case in which the administrator of the National Credit Union Administration is

appointed liquidating agent, the Administrator shall have the right to be subrogated to the rights of the members of

the liquidating credit union.

Virginia § 6.2-1345. Voluntary dissolution.

A. A credit union may dissolve in accordance with the provisions of Article 13 (§ 13.1-902 et seq.) of Chapter 10 of Title

13.1. Within 10 days after the board of directors votes to recommend dissolution to the members, the board shall notify

the Commissioner and the insuring organization of that fact in writing, setting forth the reasons for the proposed

dissolution.

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B. The dissolving credit union shall also (i) notify the Commissioner of the result when the members have voted on the

proposal to dissolve and (ii) file with the Commissioner a copy of the certificate of dissolution and the certificate of

termination of corporate existence of the credit union within 10 days of the issuance of each.

Washington RCW 31.12.474 Liquidation— Disposition of unclaimed funds.

(1) At a special meeting called for the purpose of liquidation, and upon the recommendation of at least two-thirds of the

total members of the board of a credit union, the members of a credit union may elect to liquidate the credit union by

a two-thirds majority vote of those members voting.

(2) Upon a vote to liquidate under subsection (1) of this section, a three-person liquidating committee must be elected to

liquidate the assets of the credit union. The committee shall act in accordance with any requirements of the director

and may be reasonably compensated by the board of the credit union. Each share account holder and depositor at

the credit union is entitled to his, her, or its proportionate part of the assets in liquidation after all shares, deposits, and

debts have been paid. The proportionate allocation shall be based on account balances as of a date determined by

the board. For the purposes of liquidation, shares and deposits are equivalent. The assets of the liquidating credit union

are not subject to contingent liabilities. Upon distribution of the assets, the credit union ceases to exist except for the

purpose of discharging existing liabilities and obligations.

(3) Funds representing unclaimed dividends in liquidation and remaining in the hands of the liquidating committee for six

months after the date of the final dividend must be deposited, together with all the books and papers of the credit

union, with the director. The director may, one year after receipt, destroy such records, books, and papers as, in the

director's judgment, are obsolete or unnecessary for future reference. The funds may be deposited in one or more

financial institutions to the credit of the director, in trust for the members of the credit union entitled to the funds. The

director may pay a portion of the funds to a person upon receipt of satisfactory evidence that the person is entitled to

the funds. In case of doubt or conflicting claims, the director may require an order of the superior court of the county

in which the principal place of business of the credit union was located, authorizing and directing the payment of the

funds. The director may apply the interest earned by the funds toward defraying the expenses incurred in the holding

and paying of the funds. Five years after the receipt of the funds, the funds still remaining with the director must be

remitted to the state as unclaimed property.

West Virginia §31C-10-1. Voluntary liquidation.

(a) A credit union may elect to dissolve voluntarily and liquidate its affairs in the manner prescribed in this section.

(b) If it decides to begin the procedure, the board of directors shall adopt a resolution recommending the credit union be

dissolved voluntarily, and directing that the question of liquidation be submitted to the members.

(c) Within ten days after the board of directors decides to submit the question of liquidation to the members, the

president shall notify the commissioner and the insuring organization in writing, setting forth the reasons for the

proposed liquidation. Within ten days after the members act on the question of liquidation, the president shall notify

the commissioner and the insuring organization in writing as to the action of the members on the proposal.

(d) As soon as the board of directors decides to submit the question of liquidation to the members, payments on,

withdrawal of, and making any transfer of share and deposit accounts to loans and interest, making investments of

any kind, and granting loans may be restricted or suspended pending action by members on the proposal to

liquidate. On approval by the members of such proposal, all such business transactions shall be permanently

discontinued. Necessary expenses of operation shall, however, continue to be paid on authorization of the board of

directors or liquidating agent during the period of liquidation.

(e) For a credit union to enter voluntary liquidation, approval by a majority of the members in writing or by a two-thirds

majority of the members present at a regular or special meeting of the members is required. When authorization for

liquidation is to be obtained at a meeting of the members, notice in writing shall be given to each member, by first

class mail, at least ten days prior to such meeting.

(f) A liquidating credit union shall continue in existence for the purpose of discharging its debts, collecting on loans and

distributing its assets, and doing all acts required in order to wind up its business and may sue and be sued for the

purpose of enforcing such debts and obligations until its affairs are fully concluded.

(g) The board of directors or the liquidating agent shall distribute the assets of the credit union or the proceeds of any

disposition of the assets in the sequence described in subsection (f), section four, article one of this chapter.

(h) As soon as the board of directors or the liquidating agent determines that all assets from which there is a reasonable

expectancy of realization have been liquidated and distributed as set forth in this section, a certificate of dissolution

shall be executed on a form prescribed by the commissioner and filed with the Secretary of State, which shall after

filing and indexing same, be forwarded to the commissioner, whereupon such credit union shall be dissolved. The

liquidating agent shall return all pertinent books and records of the liquidating credit union to the commissioner.

Wisconsin § 186.18 Dissolution.

Upon a two-thirds recommendation of the board of directors, the members may vote to dissolve the credit union. If a

32

majority of the total membership vote by ballot, in person or by letter or other written communication in favor of

dissolution, and if not more than the greater of 15 members or 10% of the total membership, by written notice, vote

against dissolution, the credit union shall be dissolved. If both the number of votes in favor of dissolution and the number

of votes against dissolution are each less than 25 percent of the total number of members, the board of directors may,

with the permission of the office of credit unions, mail to each member at the member's last-known address a written

notice which states that the board's proposal to dissolve the credit union will be approved or disapproved at a special or

annual meeting to be held at the time and place specified in the notice. The credit union shall be dissolved only if a

majority of the members present at the meeting vote in favor of the board's proposal to dissolve the credit union. If the

members vote to dissolve the credit union, a committee of 3 shall be elected by the members to liquidate the assets of

the credit union. After assets are liquidated and debts paid, members shall be paid a liquidating dividend in proportion to

their savings from remaining assets. The committee in charge of liquidation may sell or dispose of the assets in whole or in

part at a public or private sale subject to confirmation by the board of directors and the office of credit unions.

§ 186.315 Charter cancellation.

Upon completion of a voluntary liquidation as provided in s. 186.18, or upon completion of the liquidation in cases under s.

186.235 (11), or after the assets and liabilities of a credit union are transferred to another credit union for the purpose of

merger as provided in s. 186.31 (3), the office of credit unions shall cancel the charter of the credit union liquidated or

merged without any other or further notice to the credit union or to any person. A certified copy of the order or certificate

of the office of credit unions shall be recorded with the register of deeds of the county in which the credit union is

located. The register of deeds shall note on the margin of the record of the articles of incorporation of the credit union the

volume and page where the order or certificate canceling its charter is recorded. In case of voluntary liquidation under s.

186.18 or merger under s. 186.31, the credit union shall record the order or certificate of the office of credit unions and

pay the fee. In case of liquidation under s. 186.235 (11), the office of credit unions or special deputy shall record the order

or certificate of the office of credit unions and pay the fee out of the assets of the credit union as an expense of

liquidation.

33

Comparative Digest of Credit Union Acts*: Change in Corporate Status

Provisions from State Credit Union Acts

Voluntary Merger of Credit Unions

*There are 47 state credit union acts. Delaware, South Dakota, and Wyoming do not have a state credit union act.

2015 Model Credit Union Act

Section 9.20. Voluntary Merger of Credit Unions.

(1) A credit union organized under this Act may, with the approval of the Commissioner, merge with one or more other

credit unions, Foreign Credit Unions or Federal Credit Unions, regardless of whether the credit unions serve the same

field of membership.

(2) When a credit union merges with one or more credit unions, Foreign Credit Unions or Federal Credit Unions, they shall

either designate one of them as the continuing credit union, or they shall structure a new credit union and designate

it as the new credit union. All participating credit unions other than the continuing or new credit union shall be

designated as merging credit unions.

(3) Any merger of credit unions shall follow a merger plan. After approval by a majority of the directors of all participating

credit unions, the plan shall be submitted to the appropriate regulatory authorities for preliminary approval. If the

plan includes the creation of a new credit union, all documents required by this Act shall be submitted as part of the

plan. In addition, each participating credit union except the continuing credit union shall submit the following:

(a) The time and place of the meeting of the board of directors at which the plan was agreed upon;

(b) The vote of the directors in favor of the adoption of the plan; and

(c) A copy of the resolution or other action by which the plan was agreed upon.

ALTERNATIVE #143

(4) Each merging credit union shall conduct a membership vote on its participation in the plan. Members shall be

provided at least ten days, but no more than thirty days, prior written notice of the meeting, with such notice stating the

purpose of the meeting. The vote shall be conducted at either a special membership meeting called for that purpose,

by mail ballot, or by electronic means. If a majority of the members voting approve the plan, the credit union shall

submit a record of that fact to the Commissioner indicating the vote by which the members approved the plan, and

submitting copies of notices provided to members including copies of the membership meeting notice and mail or

electronic ballot if the vote was conducted by mail or electronic means.

ALTERNATIVE #2

(4) Both the merging and continuing credit unions shall conduct membership votes on their participation in the plan.

Members shall be provided at least ten days, but no more than thirty days, prior written notice of the meeting, with

such notice stating the purpose of the meeting. The votes shall be conducted at either a special membership meeting

called for that purpose, by mail ballot, or by electronic means. If a majority of the members voting approve the plan,

the credit union shall submit a record of that fact to the Commissioner indicating the vote by which the members

approved the plan, and submitting copies of notices provided to members including copies of the membership

meeting notice and mail or electronic ballot if the vote was conducted by mail or electronic means.

(5) The Commissioner shall approve the merger plan after determining that the requirements of subsection (4) have been

met. If the merger plan includes the creation of a new credit union, the Commissioner must approve the organization

of the new credit union under Article 2 of this Act. The Commissioner shall notify all participating credit unions of the

commission’s action on the plan.

(6) Upon approval of the plan by the Commissioner, each merging credit union shall cease operations. All property,

property rights, and members’ interests in each merging credit union shall vest in the continuing or new credit union as

applicable without deed, endorsement, or other instrument of transfer, and all debts, obligations, and liabilities of

each merging credit union shall be deemed to have been assumed by the continuing or new credit union. The rights

and privileges of the members of each merging credit union shall remain intact; however, if a person is a member of

more than one of the participating credit unions, that person shall be entitled to only a one set of membership rights in

the continuing or new credit union.

(7) If the continuing or new credit union is chartered by another state or territory of the United States, it shall be subject to

the requirements of Section 2.80.

43 Alternative #1 allows the surviving credit union to avoid the expense of an unnecessary vote.

34

Comparative Digest of Credit Union Acts*: Change in Corporate Status

Provisions from State Credit Union Acts

Voluntary Merger of Credit Unions

*There are 47 state credit union acts. Delaware, South Dakota, and Wyoming do not have a state credit union act.

Alabama

§ 5‐17‐22. Merger and conversion procedures.

Any credit union may, with the approval of the administrator of the Alabama Credit Union Administration, merge with

another credit union, under the existing certificate of organization of the other credit union, pursuant to any plan agreed

upon by the majority of each board of directors of each credit union joining in the merger. In addition to approval by

the administrator and each board of directors, the membership of the merging credit union must also approve the

merger plan in the following manner:

(1) At a meeting called for that purpose (notice of which purpose must be contained in the call) two thirds of those in

attendance may vote to approve the merger plan. Notice of the meeting must have been mailed to the last known

address of each member of the credit union at least 15 days prior to the date of the meeting.

(2) After agreement by the directors and approval by the members of the merging credit union, the president and

secretary of the credit union shall execute a certificate of merger which shall set forth all of the following:

a. The time and place of the meeting of the board of directors at which the plan was agreed upon;

b. The vote in favor of the adoption of the plan;

c. A copy of the resolution or other action by which the plan was agreed upon.

d. The time and place of the meeting of the members at which the plan agreed upon was approved; and

e. The vote by which the plan was approved by the members.

(3) Such certificate and a copy of the plan of merger agreed upon shall be forwarded to the administrator, certified by

the administrator, and returned to both credit unions within 30 days.

(4) Upon return of the certificate from the administrator, all property, property rights and members' interest of the deed,

endorsement or other instrument of transfer, and all debts, obligations, and liabilities of the merged credit union shall

be deemed to have been assumed by the surviving credit union under whose charter the merger was effected. The

rights and privileges of the members of the merged credit union shall remain intact.

(5) A copy of the certificate approved by the Administrator of the Alabama Credit Union Administration shall be filed with

the judge of probate of the county in which each credit union's certificate of organization is recorded.

(6) This section applies to credit unions organized under the laws of the State of Alabama. Federally chartered credit

unions may be merged into Alabama organized credit unions, under the same conditions as Alabama credit unions;

provided, that the merger plan is approved by the National Credit Union Administration or private insurance program

or carrier.

(7) Credit unions organized under the laws of the State of Alabama may be merged into federally chartered credit unions

under the same conditions as provided in this section; provided, that the merger plan is approved by the National

Credit Union Administration or private insurance program or carrier.

Alaska Sec. 06.45.280. Merger.

(a) A credit union may merge with another credit union under a plan agreed upon by a majority of the board of directors

of each credit union and approved by a majority of the members of each credit union present at meetings called to

approve the plan.

(b) The commissioner may by regulation establish further procedures governing mergers.

Arizona § 6-587. Merger or consolidation of credit unions.

A. Any two or more credit unions may merge or consolidate into a single credit union. The merger or consolidation may

be with a credit union organized under the laws of this state, the laws of any other state or territory of the United States

or the laws of the United States.

B. If two or more credit unions merge, they shall either designate one of them as the continuing credit union or they shall

structure a totally new credit union and designate it as the new credit union. All participating credit unions other than

the continuing or new credit union shall be designated as merging credit unions.

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C. Any merger of credit unions shall be done according to a plan of merger. After approval by the boards of directors of

all participating credit unions, the plan shall be submitted to the superintendent for preliminary approval. If the plan

includes the creation of a new credit union, all documents required by section 6-506 shall be submitted as part of the

plan. In addition, each participating credit union shall submit the following:

1. The time and place of the meeting of the board of directors at which the plan was agreed on.

2. The vote of the directors in favor of the adoption of the plan.

3. A copy of the resolution or other action by which the plan was agreed on.

D. The superintendent shall grant preliminary approval if the plan has been approved properly by each board of

directors, if the documentation required to form a new credit union, if any, complies with section 6-506 and if the

superintendent is of the opinion that the merged or continuing credit union should be approved.

E. After the superintendent grants preliminary approval, each merging credit union shall conduct a membership vote on

its participation in the plan. The credit union shall conduct the vote either at a special membership meeting called for

that purpose or by mail ballot. If a majority of the members voting approves the plan, the credit union shall submit a

record of that fact to the superintendent indicating the vote by which the members approved the plan and either the

time and place of the membership meeting or the mailing date and closing date of the mail ballot.

F. The superintendent shall grant final approval of the plan of merger after determining that the requirements of

subsection E of this section in the case of each merging credit union have been met and if proof of insurance of

accounts, as required by section 6-558, has been furnished. The superintendent shall notify all participating credit

unions of his action on the plan. If approved, the continuing credit union shall file copies of the certificate showing the

approval of the superintendent with the corporation commission and a certified copy of the filing under the seal of the

commission recorded with the county recorder of the county in which each credit union participating in the merger

has its principal place of business with a copy filed with the superintendent. When the copies have been filed the

merged credit union terminates as a legal entity, and the continuing credit union remains and continues in operation.

G. On final approval of the plan by the superintendent, all property, property rights and members' interests in each

merging credit union vest in the continuing or new credit union as applicable without deed, endorsement or other

instrument of transfer, and all debts, obligations and liabilities of each merging credit union are deemed to have been

assumed by the continuing or new credit union. The rights and privileges of the members of each participating credit

union remain intact, except that if a person is a member of more than one of the participating credit unions that

person is entitled to only a single set of membership rights in the continuing or new credit union.

H. If the continuing or new credit union is chartered by another state or territory of the United States, it is subject to the

requirements of section 6-511.

I. Notwithstanding any other law, the superintendent may authorize a merger or consolidation of a credit union which is

insolvent or is in danger of insolvency with any other credit union or may authorize a credit union to purchase any of

the assets or assume any of the liabilities of any other credit union which is insolvent or in danger of insolvency if the

superintendent is satisfied that:

1. An emergency requiring expeditious action exists with respect to the other credit union.

2. Other alternatives are not reasonably available.

3. The public interest would best be served by approval of the merger, consolidation, purchase or assumption.

Arkansas § 23-35-701. Merger.

(a) Any credit union other than a central credit union may, with the approval of the State Credit Union Supervisor, merge

with any other credit union under the existing charter of the other credit union, pursuant to any plan agreed upon by

the majority of the board of directors of each credit union joining in the merger and approved by the affirmative

vote of a majority of the members of each credit union present at the meetings of members duly called for that

purpose. The State Credit Union Supervisor may waive the common bond requirement of this chapter for merging

credit unions if he determines that good cause has been shown for waiving the requirement and that the merger is

consistent with the purposes of this chapter.

(b) (1) After agreement by the directors and approval by the members of each credit union, the president and secretary

of each credit union shall execute a certificate of merger, which shall set forth all of the following:

(A) The time and place of the meeting of the board of directors at which the plan was agreed upon;

(B) The vote in favor of adoption of the plan;

(C) A copy of the resolution or other action by which the plan was agreed upon;

(D) The time and place of the meeting of the members at which the plan agreed upon was approved;

(E) The vote by which the plan was approved by the members;

(F) Such other provisions as set by rule or order of the State Credit Union Supervisor.

(2) The certificates and a copy of the plan of merger agreed upon shall be forwarded to the State Credit Union

Supervisor and, if approved, returned to the merging credit unions.

(c)Upon any such merger so effected, all property, property rights, and interests of the merged credit union shall vest in

the surviving credit union without deed, endorsement, or other instrument of transfer. All debts, obligations, and

liabilities of the merged credit union shall be deemed to have been assumed by the surviving credit union under

whose charter the merger was effected.

(d) This section shall be construed, whenever possible, to permit a credit union chartered under any other act to merge

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with one subject to the provisions of this chapter.

California

§ 15200.

Any credit union may, with the approval of the commissioner, merge with another credit union or with a central credit

union.

§ 15201.

(a) The merger shall be made pursuant to any plan agreed upon by the majority of the board of directors of each credit

union joining in the merger, and approved by the affirmative vote of at least a majority of the members of the

disappearing credit union, in person or by proxy, at a meeting of the members called for that purpose or by written

consent of a majority of the members of the disappearing credit union. Notice of the meeting shall be given to the

members, either personally or by first-class mail, not less than 30 nor more than 90 days prior to the date of the

meeting.

(b) The commissioner may approve a merger according to the plan agreed upon by the majority of the board of directors

of each credit union, as set forth in subdivision (a), if the plan of merger is approved by less than a majority of the

membership as provided in subdivision (a) if the commissioner finds, upon the written and verified application filed by

the board of directors, that

(1) notice of the meeting called to consider the merger or the ballot for written vote on the merger was mailed to

each member entitled to vote upon the question,

(2) the notice or ballot disclosed the purpose of the meeting or the written vote,

(3) the notice or ballot informed the membership that approval of the merger might be sought pursuant to this

section, and

(4) a majority of the votes cast upon the question were in favor of the merger.

(c) Notwithstanding subdivisions (a) and (b), the commissioner may approve a merger without a vote of the membership

of the disappearing credit union if a majority of the members of the board of directors of the surviving credit union

approves the merger, the disappearing credit union is in danger of insolvency and the merger would reduce the risk

or avoid a threatened loss to the National Credit Union Share Insurance Fund or other form of share guaranty or

insurance that is acceptable to the commissioner. For purposes of this chapter, a credit union is insolvent when, from

the most recent available financial statements, it can be shown that the total amount of its shares exceeds the

present cash value of its assets after providing for liabilities unless the commissioner finds all of the following:

(1) The facts that caused the deficient share-asset ratio no longer exist.

(2) Further decline in the share-asset ratio is not probable.

(3) The return of the share-asset ratio to its normal limits within a reasonable time for the credit union concerned is

probable.

(4) The probability of a further potential loss is negligible to the National Credit Union Share Insurance Fund or other

form of share guaranty or insurance that is acceptable to the commissioner.

§ 15202.

(a) After the requirement of approval as provided in Section 15201 is satisfied, each credit union shall execute a

certificate of merger as an officers' certificate pursuant to Section 5062 of the Corporations Code that shall set forth:

(1) That the plan of merger has been approved by the board of directors.

(2) That the plan of merger has been duly approved by any required vote of the members pursuant to Section 15201.

(3) The total number of members of the credit union.

(b) A copy of the plan of merger and of the written approval thereof by the commissioner shall be annexed to the

certificate of merger.

(c) Nothing in this section requires a federal credit union to execute or file the certificate of merger called for in subdivision

(a).

§ 15203.

Each certificate of merger called for in Section 15202 shall be filed in the office of the Secretary of State. After the filing in

the office of the Secretary of State, a copy of each certificate of merger, certified by the Secretary of State, shall be filed

with the commissioner, and at that time the merger shall become effective for all purposes.

§ 15204.

(a) Upon any merger effectuated as provided in this article, all property, property rights, and interests of the merged

credit union shall vest in the surviving credit union, without deed, endorsement or other instruments of transfer, and all

debts, obligations and liabilities of the merged credit union are assumed by the surviving credit union under whose

charter the merger has been effected. Thereafter the charter of the merged credit union is void, and the existence of

the merged credit union as a legal entity separate from the surviving credit union terminates.

(b) Whenever a credit union having any real property in this state merges with another credit union and vests that real

property in the surviving credit union, the filing for record in the office of the county recorder of any county in this state

in which any of the real property of the disappearing credit union is located of the certificates of merger and requisite

attachments, as required by Section 15202, shall evidence record ownership in the surviving credit union of all interest

of the disappearing credit union in and to the real property located in that county.

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Colorado § 11-30-122. Merger.

(1) The method of merger of two or more credit unions shall be as follows:

(a) (I) The board of directors of the continuing and each merging credit union shall:

(A) Approve a plan for the proposed merger; and

(B) Authorize representatives of each credit union to act on each credit union's behalf to bring about the

merger.

(II) The plan shall include such information as the board deems appropriate.

(b) Upon approval of the merger plan by each board of directors for each credit union involved in the transaction,

the merger plan, together with the resolutions of each board of directors, shall be submitted to the board. If the

board determines that the merger plan complies with the provisions of this article and any applicable rules thereto,

the board may approve the merger plan, subject to such other specific requirements as may be prescribed to fulfill

the intended purposes of the proposed merger.

(c) A meeting of the members of each merging credit union involved shall be called for the purpose of considering a

merger. Notice of the meeting, including purpose, date, time, place, and ballot of the merger plan shall be given

to the entire membership. At such meeting, at least two-thirds of the members present and voting must approve

the proposed merger. If any member approves or disapproves the merger by returning a ballot, signed by such

member, to the secretary of the credit union at or before the meeting, such ballot for all purposes of this section

shall be deemed equivalent to the vote of such member at such meeting, notwithstanding the member is not then

present.

(2) The merger shall thereupon be consummated in the following manner:

(a) The duly authorized representatives of each credit union shall execute, in duplicate, a certificate of merger stating:

(I) That the board of directors of each credit union has approved the merger;

(II) That more than two-thirds of the members of each merging credit union have approved the terms and

conditions of the proposed merger at a meeting of the members called for that purpose; and

(III) The name and location of the continuing credit union.

(b) The continuing credit union shall prepare and adopt any bylaw amendments required by the board, consistent

with the provisions of this article, and execute the same in duplicate.

(c) The certificate above provided for and any required bylaw amendments, both executed in duplicate, shall be

forwarded to the board.

(3) (Deleted by amendment, L. 2004, p. 133, § 10, effective July 1, 2004.)

(4) If the board approves the certificate and bylaw amendments, it shall so notify the representatives and shall issue a

certificate of approval, attach it to the duplicate certificate of merger, and return the same to the representatives of

the participating credit unions together with the duplicate of the bylaw amendments.

(5) The duplicate of the certificate of merger with the board's certificate of approval attached shall be filed with the

secretary of state who shall make a record of said certificate and return it, with his certificate of record attached, to

the board for permanent record. The fee for said filing shall be determined and collected pursuant to section 24-21-104

(3), C.R.S.

(6) Thereupon the participating credit unions shall be merged in accordance with the provisions of this section. The

continuing credit union shall take over the assets and assume all the liabilities of each merging credit union.

(7) A state chartered credit union may merge with a federal credit union provided all requirements outlined in this article

and the appropriate federal credit union regulations have been complied with and approval of such proposed

merger has been authorized by the board of directors of each credit union involved.

Connecticut Sec. 36a-468a. Mergers.

(a) With the approval of the commissioner, a Connecticut credit union may merge with a Connecticut credit union, a

federal credit union or an out-of-state credit union in accordance with the requirements of this section. In the case of

a merger with an out-of-state state-chartered credit union where the resulting institution is the out-of-state state-

chartered credit union, the commissioner may not approve such merger unless such out-of-state credit union

maintains share insurance as required by the Federal Credit Union Act and the laws of the chartering state of such

credit union authorize, under conditions no more restrictive than those imposed by the laws of this state as determined

by the commissioner, a Connecticut credit union to merge with a credit union chartered in that state. Any federal

credit union or out-of-state federally-chartered credit union proposing to merge with a Connecticut credit union shall

comply with all federal laws to effect the merger and shall file proof of such compliance with the commissioner and

any additional information that the commissioner may require. Any out-of-state state-chartered credit union proposing

to merge with a Connecticut credit union shall comply with all laws of its chartering state to effect the merger and

shall file proof of such compliance with the commissioner and any additional information that the commissioner may

require.

(1) The governing boards of the credit unions proposing to merge shall (A) adopt by majority vote a plan of merger,

which shall set forth the name of each credit union proposing to merge and that of the resulting credit union, and

the terms and conditions of the proposed merger, including the proposed field of membership of the resulting

credit union; (B) enter into a merger agreement; (C) file with the commissioner an application in accordance with

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subdivision (2) of this subsection; and (D) in the case of a terminating Connecticut credit union, submit the plan of

merger to its members in accordance with subdivision (3) of this subsection.

(2) The credit unions proposing to merge shall file an application with the commissioner. Such application shall

include (A) the plan of merger and a copy of the minutes of each of the governing boards adopting the plan of

merger; (B) the merger agreement; (C) an original proposed certificate of amendment to the resulting credit

union’s certificate of incorporation and proposed amended bylaws, if applicable; (D) financial statements of the

merging credit unions and a pro forma financial statement of the resulting institution; (E) in the case of a

terminating Connecticut credit union, a proposed written notice to its members of the date, time and place of

the meeting at which its members shall vote on the plan of merger and a proposed form of any ballot and proxy;

(F) information addressing the considerations required under subsection (b) of this section; and (G) such

additional information as the commissioner may require.

(3) A terminating Connecticut credit union shall give written notice of the date, time and place of the meeting at

which its members shall vote on the plan of merger. Such notice shall state that the purpose of the meeting is to

consider the plan of merger and contain or be accompanied by a copy or summary of the plan. The notice shall

be hand-delivered or mailed to each member at such member’s last-known address as shown on the records of

the credit union not less than thirty or more than fifty days prior to the date of the meeting. Unless waived by the

commissioner in accordance with subdivision (2) of subsection (b) of this section, the affirmative vote of two-thirds

of the members of the terminating Connecticut credit union voting on the plan of merger shall be required for

approval of the merger. The terminating Connecticut credit union shall file with the commissioner a verified

statement that the merger has been duly noticed and approved by its members in accordance with this

subdivision.

(b) (1) The commissioner shall not approve a merger pursuant to this section unless the commissioner considers whether (A)

the merging credit unions have engaged in any unsafe or unsound practice during the one-year period preceding

the date on which the merger application is filed with the commissioner; (B) the resulting credit union will be

adequately capitalized; (C) the resulting credit union will have the managerial capability and the financial

resources to serve the proposed membership; (D) the proposed merger will substantially lessen competition in the

Connecticut credit union industry; (E) the proposed merger will have a beneficial effect in meeting the

convenience and needs of the proposed membership; and (F) the programs, policies and procedures of the

merging credit unions or the resulting credit union relating to anti-money-laundering activity are adequate, and the

merging credit unions have a record of compliance with anti-money-laundering laws and regulations.

(2) The commissioner may approve a merger pursuant to this section without regard to field of membership or may

waive the membership vote if the commissioner certifies in writing that based on the information available to the

commissioner, one or more of the Connecticut credit unions proposing to merge are or will be in a doubtful or failing

financial condition, other alternatives to the merger are not reasonably available to protect the credit unions’

members and creditors, or an emergency requiring expeditious action exists, which certification shall be attached to

the commissioner’s approval.

(3) If the commissioner is satisfied that the requirements of this chapter have been complied with, the commissioner

shall issue an approval of the merger, which approval may contain such terms and conditions as the commissioner

deems necessary or appropriate. After approval of the merger by the commissioner, the resulting credit union shall

file a copy of the merger agreement, the plan of merger, the certificate of amendment to its certificate of

incorporation, if any, and the commissioner’s approval in the office of the Secretary of the State. Within ten days

after such documents are filed with the Secretary of the State, the resulting credit union shall file with the

commissioner copies of such filed documents, and in the case of a Connecticut credit union that is the resulting

credit union, a copy of its amended bylaws, if any. The merger agreement may provide for the effective date of the

proposed merger, which shall not be earlier than the filing of the agreement and the approval of the commissioner

in the office of the Secretary of the State. If the agreement does not provide for an effective date, the merger shall

become effective on the date of the filing of the agreement and approval in the office of the Secretary of the

State.

(c)Upon the effective date of the merger, (1) the corporate existence of the parties to the merger shall be continued by

and in the resulting credit union; (2) the entire assets, business, good will and franchises of each of the parties to the

merger shall be vested in the resulting credit union without any deed, endorsement or other instrument of transfer; and

(3) all of the debts, obligations and liabilities of the parties to the merger shall be assumed by the resulting credit union.

Florida § 657.065. Merger.

(1) Upon the filing of an application with the office by the constituent credit unions, and upon approval by the office,

credit unions may be merged with a surviving state credit union, as prescribed in this code, except that the action by

a merging federal credit union must be taken in the manner prescribed by, and is subject to, any limitations or

requirements imposed by federal law and regulations. The application must be accompanied by a merger plan and

agreement together with a certified copy of the authorizing resolutions of the board of directors of constituent credit

unions showing approval by a majority of the entire board of directors of each credit union, as provided in this section,

and a nonrefundable application fee of $500. The fee may be waived by the office for a merger under subsection (6).

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(2) Nothing in the law of this state shall restrict the right of a state credit union to merge with a surviving federal credit

union. In such case, the action to be taken by a merging state credit union, and its rights and liabilities and those of its

members, shall be the same as those prescribed for merging federal credit unions at the time of the action by

applicable federal law or regulations.

(3) If the resulting credit union will be a state credit union, the merging credit unions shall adopt a merger plan and

agreement stating the method, terms, and conditions of the merger, including all agreements concerning the merger.

The board of directors of each constituent credit union must, by majority vote of the entire board, approve the merger

plan and agreement, which shall contain:

(a) The name and address of the merging and surviving credit unions;

(b) The date, time, and place of the meeting where the merger plan and agreement was approved by the merging

and the surviving credit unions’ boards of directors;

(c) The name and address of the main office of the surviving credit union and each continuing branch office;

(d) The names, terms, and board positions of the surviving credit union’s board of directors;

(e) The name and title of each executive officer;

(f) A list of any needed amendments to the surviving credit union’s bylaws, if applicable, and, attached to the

agreement, copies of the amendments;

(g) A statement that the merger and the merger plan and agreement are subject to approval by the office and the

National Credit Union Administration; and

(h) Such additional provisions not contrary to law as are agreed upon by the constituent credit unions and such other

provisions as the office requires to enable it to discharge its duties with respect to the merger.

(4) The office shall approve the application and the merger plan and agreement if it finds that:

(a) The surviving credit union’s net worth is adequate; and

(b) The merger will not impair the ongoing viability of the surviving credit union.

If the office disapproves a merger plan and agreement, it shall state its objections and, chapter 120 notwithstanding,

give an opportunity to the merging and surviving credit unions to amend the merger plan and agreement to eliminate

such objections.

(5) Approval by the office, by final order or otherwise, of the application and merger plan and agreement shall be

deemed subject to approval by the membership of the merging credit union who vote on the merger at a meeting

duly called for that purpose. Such approval shall be documented by the submission of a copy of:

(a) The notice of intent to merge given to the surviving credit union;

(b) The notice to the members of the merging credit union of the meeting duly called to consider the merger. Such

notice must disclose the purpose of the meeting and the date, time, and place of the meeting; and

(c) The resolution adopted by the membership confirming the vote on the merger.

Unless the approval of the merging credit union has been obtained and proper evidence thereof submitted to the

office within 6 months after the approval by the office, the approval by the office of the merger and merger plan

and agreement shall be deemed to be revoked and terminated; however, the office on its own motion, or at the

request of the merging or surviving credit unions for good cause shown, may extend the time for a period not to

exceed 6 months.

(6) Notwithstanding any other provision of this chapter or of chapter 120, a credit union may merge without the vote of

the membership when the office determines that the credit union is in danger of insolvency or that the credit union is

significantly undercapitalized, as defined in s. 216, the Federal Credit Union Act, codified at 12 U.S.C. s. 1790d and the

merger will enable the credit union to avoid liquidation.

(7) A merger with a resulting state credit union may not take place or be effective unless approved by the National

Credit Union Administration and the office issues a certificate of merger. Upon consummation of the merger, the

certificate of authorization of the merged credit union shall be returned to the proper authority to be canceled. Also,

at consummation, all property and property rights of, and members’ interest in, the merged credit union shall vest in

the surviving credit union without deed, endorsement, or other instrument of transfer, and all debts, obligations, and

liabilities of the merged credit union must be assumed by the surviving credit union under the certificate of

authorization under which the merger was affected. All members of the surviving credit union have the same rights,

privileges, and responsibilities after the merger is completed. The certificate of merger must be recorded in the public

records of all counties in which the merging credit union owned any real property at the effective date of the merger.

Georgia § 7-1-667. Mergers.

(a) A credit union may, with the approval of the department and in accordance with such uniform rules and regulations

as it shall make and promulgate, be merged with another credit union under the articles of such credit union. Such

merger may occur regardless of whether the credit unions serve the same field of membership, so long as there is

adopted a plan agreed upon by the majority of the board of each credit union joining the merger and approved by

not less than a majority of the members of the credit union being acquired present and eligible to vote at the meeting

called for that purpose. The department may allow waiver of the member vote if, in its judgment, the merger is

necessary to protect the safety and soundness of either or both credit unions. All property, property rights, and

interests of the merging credit union shall, upon merger, be transferred to and vested in the continuing credit union

without deed, endorsement, or other instrument of transfer; and the debts and obligations of the merging credit union

40

shall be deemed to have been assumed by the continuing credit union; and thereafter the articles of the merging

credit union shall be void.

(b) The provisions of Article 8 of Chapter 4 of Title 14, relating to merger and consolidation, shall no longer be applicable

to credit unions.

(c) For purposes of this Code section, the term "credit union" shall include a federal credit union.

(d) When a credit union merges with another credit union, one shall be designated as the continuing credit union by the

credit unions participating in the merger. The participating credit union that is not the continuing credit union shall be

designated as the merging credit union.

(e) The department may disapprove of a merger if it finds the merger would not be consistent with safe and sound

practices.

(f) The department shall, in its discretion, approve or disapprove a merger on the basis of its investigation and the criteria

set forth in subsections (a) and (e) of this Code section. The department shall give written notice to:

(1) The Secretary of State of its approval of a merger along with a copy of the notice of merger; and

(2) The parties to the plan of its decision and, in the event of disapproval, a statement in general of the reasons for its

decision.

(g) The rights and privileges of the members of each merging credit union shall remain intact, provided that, if any person

is a member of more than one of the participating credit unions, such person shall only be entitled to one set of

membership rights in the continuing credit union.

Hawaii §412:3-609 Merger or consolidation of Hawaii financial institutions.

(a) Any one or more financial institutions may merge into another financial institution and any two or more financial

institutions other than credit unions may consolidate into a new financial institution if the institutions shall have complied

with all requirements, conditions, and limitations imposed by this chapter and by federal law, if applicable. A merger

or consolidation in which one or more of the participating financial institutions is a financial institution chartered or

licensed under the laws of or whose operations are conducted principally in any state other than Hawaii, in any

possession or territory of the United States or in any foreign country shall be authorized only in accordance with

subsection (d), in accordance with part IV, article 5, of this chapter or in accordance with article 12.

(b) Any merger or consolidation of Hawaii stock financial institutions shall be effected pursuant to the procedures,

conditions, and requirements for, and with the effect of, the merger or consolidation of two or more corporations

pursuant to chapter 414; except that the vote by the shareholders of each of the participating institutions to approve

the plan of merger or consolidation shall satisfy the requirements of section 412:3-604 and that the director of

commerce and consumer affairs shall not file the articles of merger or consolidation until the plan of merger or

consolidation shall have been approved by the commissioner in writing.

(c)One or more federal financial institutions whose operations are conducted principally in this State and one or more

Hawaii financial institutions may be merged or consolidated, with the federal financial institution, the Hawaii financial

institution, or a new consolidated financial institution being the resulting institution, if the merger or consolidation is

permitted by federal law. The federal financial institution shall comply with all requirements, conditions, and limitations

imposed by federal law or regulation with respect to the merger or consolidation. The Hawaii financial institution shall

comply with all of the provisions of this chapter and chapter 414, except that the vote by shareholders or members of

the Hawaii financial institution to approve the plan of merger or consolidation shall satisfy the requirements of section

412:3-604. The resulting financial institution shall file with the director of commerce and consumer affairs a confirmation

in writing by the commissioner of the date and time of the merger or consolidation, together with the appropriate filing

fee pursuant to chapter 414.

(d) One or more financial institutions chartered or licensed under the laws of or whose operations are conducted

principally in any state other than this State, in any possession or territory of the United States, or in any foreign country

and one or more Hawaii depository financial institutions or trust companies may be merged or consolidated, but only

where the depository financial institution or trust company resulting from any merger or consolidation pursuant to this

subsection is chartered or licensed under the laws of and conducts its operations principally in this State, is a federal

financial institution that conducts its operations principally in this State, or is an out-of-state bank authorized to establish

interstate branches in this State pursuant to section 412:12-104. A nondepository financial services loan company

licensed pursuant to article 9 may be merged or consolidated with another corporation, but only where the

nondepository financial institution resulting from any merger or consolidation is licensed under the laws of this State.

The financial institution chartered or licensed under the laws of any state other than this State, any possession or

territory of the United States, or any foreign country shall comply with all requirements, conditions, and limitations

imposed by the law of the jurisdiction under which the financial institution is chartered or licensed with respect to the

merger or consolidation. The Hawaii financial institution shall comply with all of the provisions of this chapter and

chapter 414, except that the vote by shareholders or members of the Hawaii financial institution to approve the plan

of merger or consolidation shall satisfy the requirements of section 412:3-604. If the resulting institution is a Hawaii

financial institution, the director of commerce and consumer affairs shall not file articles of merger or consolidation

until the plan of merger or consolidation shall have been approved by the commissioner in writing. If the resulting

institution is a federal financial institution, the director of commerce and consumer affairs shall not file the articles of

merger or consolidation until the plan of merger or consolidation shall have been approved by the commissioner in

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writing and the resulting federal financial institution shall file with the director of commerce and consumer affairs a

confirmation in writing by the commissioner of the date and time of the merger or consolidation, together with the

appropriate filing fee pursuant to chapter 414.

(e) A Hawaii credit union may merge with a Hawaii credit union or federal credit union. The merger shall be effected

pursuant to the procedures, conditions, and requirements for, and with the effect of, the merger of two or more stock

financial institutions pursuant to this section and to chapter 414, as though the credit unions were stock financial

institutions; except that the plan of merger shall be approved by a majority of the members of the board of directors

of each participating credit union and by the members of the participating credit unions at a meeting duly called

and noticed and upon a vote that satisfies the requirements of sections 412:3-604 and 412:3-605.

(f) Prior to or after the vote of the shareholders or members upon the plan of merger or consolidation, but prior to delivery

of articles of merger or consolidation and plan of merger or consolidation to the director of commerce and consumer

affairs, the participating financial institutions shall file an application with the commissioner pursuant to section 412:3-

603 for approval of the proposed merger or consolidation. The application shall be accompanied by:

(1) The plan of merger or consolidation;

(2) A certificate signed by two executive officers of each of the participating institutions, verifying that the plan of

merger or consolidation has been approved by the board of directors of each participating financial institution

and that the attached copy of the resolution approving the proposed merger or consolidation is true and correct;

(3) If any participating financial institution is a federal financial institution or a financial institution chartered or licensed

under the laws of any state other than this State, any possession or territory of the United States, or any foreign

country, a certificate signed by two executive officers verifying that the financial institution has complied, or will

comply, with all federal laws and regulations or all laws and regulations of the jurisdiction under which it is

chartered or licensed relating to the merger or consolidation;

(4) If the resulting financial institution is to be a Hawaii financial institution, the information required from applicants for

approval to organize a Hawaii financial institution of the same type as the proposed resulting Hawaii financial

institution;

(5) If a Hawaii financial institution is seeking to merge or consolidate with a financial institution of another type, the

information required from applicants for approval to convert to another type of financial institution; and

(6) Any other information that the commissioner may require.

(g) The commissioner may require notice to be given to the public as may be deemed appropriate. The commissioner

may conduct an examination of the financial institution as provided under article 2, part II. The cost of any examination

shall be assessed against and paid by the institution pursuant to section 412:2-105.

(h) The commissioner shall approve the plan of merger or consolidation if it appears that:

(1) Any resulting Hawaii financial institution would meet all the requirements under this chapter for a charter or license

to the same extent that it would if it were applying for a new charter or license;

(2) Any resulting financial institution would be adequately capitalized;

(3) The plan of merger or consolidation is fair to creditors and the shareholders or members of all participating

institutions;

(4) The participating institutions have complied, or will comply, with all requirements, conditions, and limitations

imposed by federal laws or regulations or by the laws or regulations of the jurisdiction under which an institution is

chartered or licensed with respect to the merger or consolidation;

(5) The overall experience, moral character, or integrity of the proposed directors and executive officers of the

resulting financial institution is consistent with the interests of the depositors, beneficiaries, creditors, shareholders, or

members of the financial institution, or in the public interest;

(6) The merger or consolidation will not jeopardize the safety or soundness of any participating financial institutions or

the resulting financial institution, and is not otherwise contrary to the public interest;

(7) The merger or consolidation will not substantially lessen competition or tend to create a monopoly or restraint of

trade in any section of the country that includes this State or a part thereof, or that any anti-competitive effects

are clearly outweighed in the public interest by the probable effect of the merger or consolidation in meeting the

convenience and needs of the community to be served;

(8) The merger or consolidation will promote the convenience, needs, and advantage of the general public

particularly in the communities in which the participating and resulting financial institutions conduct or will conduct

their business;

(9) The grounds for approval of a conversion to another type of financial institution pursuant to section 412:3-608 have

been met in the case of a participating Hawaii financial institution seeking to merge or consolidate with a financial

institution of a different type; and

(10) The plan meets any other criteria as the commissioner may deem appropriate.

(i) In the case of a merger, the charter or license of the participating depository financial institution or trust

company that is the resulting institution shall continue as the charter or license of the resulting depository

financial institution or trust company upon the effective date of the merger. In the case of a consolidation, when

the commissioner is satisfied that the participating depository financial institutions or trust companies have

complied with all state and federal law with regard to the consolidation, the commissioner shall issue a charter

or license to the consolidated resulting Hawaii depository financial institution or trust company. A nondepository

financial services loan company license may be issued to the resulting financial institution in conjunction with a

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merger or consolidation upon compliance with all applicable laws regarding the issuance of a license to a

nondepository financial services loan company.

Idaho § 26-2132. Merger.

Any credit union may, with the approval of the director, merge with another credit union under the existing charter of

such other credit union. The director shall not approve a merger if the effect of the merger would be to provide a broader

common bond than allowable under section 26-2110, Idaho Code. The merger may be based upon any plan agreed to

by the majority of the board of directors of each credit union joining in the merger, and approved by the affirmative vote

of the majority of the members of each such credit union at meetings of the members called for such purpose. Any

member not present at the meeting may, within the next twenty (20) days, vote by signing a statement on a form

prescribed by the board of directors and such vote shall have as full force and effect as if cast at the meeting. If any such

member does not vote within the twenty (20) day period, he shall be deemed to be in favor of the merger. After such

agreement by the directors and approval by the members of each credit union, the president and secretary of each

credit union shall execute a certificate of merger which shall set forth at least all of the following:

(a) The time and place of the meeting of the board of directors at which the plan was agreed upon.

(b) The vote in favor of adoption of the plan.

(c) A copy of the resolution or other action by which the plan was agreed upon.

(d) The time and place of the meeting of the members at which the plan agreed upon was approved.

(e) The vote by which the plan was approved by the members.

Such certificates and a copy of the plan of the merger shall be forwarded to the director and if approved, a copy of the

certificate shall be filed with the county clerk of the county in which each credit union participating in the merger has its

principal place of business, and then filed with the director, whereupon the charter of the merged credit union as a legal

entity separate from the surviving credit union shall terminate.

Upon any such merger so affected, all property, property rights, and interests of the merged credit union, shall vest in the

surviving credit union without deed, endorsement or other instrument of transfer, and all debts, obligations and liabilities

of the merged credit union shall be deemed to have been assumed by the surviving credit union whose charter the

merger has affected.

This section shall be construed, when possible, to permit a credit union chartered under the Federal Credit Union Act to

merge with one chartered under this chapter, or to permit one chartered under this chapter to merge with one

chartered under the Federal Credit Union Act.

Illinois (205 ILCS 305/63) (from Ch. 17, par. 4464)

Sec. 63. Merger and consolidation.

(1) Any two or more credit unions, regardless of whether or not they have the same common bond, may merge or

consolidate into a single credit union. A merger or consolidation may be with a credit union organized under the laws

of this State or of another state or of the United States and is subject to the approval of the Secretary. It must be made

on such terms as have been agreed upon by a vote of a majority of the board of directors of each credit union, and

approved by an affirmative vote of a majority of the members of the merging credit union being absorbed present at

a meeting, either in person or by proxy, duly called for that purpose, except as hereinafter specified. Notice of the

meeting stating the purpose must be sent by the Secretary of each merging credit union being absorbed to each

member by mail at least 7 days before the date of the meeting.

(2) One of the merging credit unions may continue after the merger or consolidation either as a surviving credit union

retaining its identity or as a new credit union as has been agreed upon under the terms of the merger. At least 9

members of the new proposed credit union must apply to the Department for permission to organize the new credit

union. The same procedure shall be followed as provided for the organization of a new credit union.

(3) After approval by the members of the credit union which is to be absorbed by the merger or consolidation, the

chairman or president and the secretary of each credit union shall execute a certificate of merger or consolidation,

which shall set forth all of the following:

(a) The time and place of the meeting of each board of directors at which the plan was agreed upon;

(b) The vote in favor of the adoption of the plan;

(c) A copy of each resolution or other action by which the plan was agreed upon;

(d) The time and place of the meeting of the members of the absorbed credit union at which the plan agreed upon

was approved; and,

(e) The vote by which the plan was approved by the members of the absorbed credit union.

(4) Such certificate and a copy of the plan of merger or consolidation agreed upon shall be mailed to the Secretary for

review. If the provisions of this Act have been complied with, the certificate shall be approved by him, and returned to

the credit unions which are parties to the merger or consolidation within 30 days. When so approved by the Secretary

the certificate shall constitute the Department's certificate of approval of the merger or consolidation.

(5) Upon issuance of the certificate of approval, each merging credit union which was absorbed shall cease operation.

Each party to the merger shall file the certificate of approval with the Recorder or County Clerk of the county in which

the credit union has or had its principal office.

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(6) Each credit union absorbed by the merger or consolidation shall return to the Secretary the original statement of

incorporation, certificate of approval of incorporation, and the bylaws of the credit union. The surviving credit union

shall continue its operation under its existing certificate of approval, articles of incorporation, and the bylaws or if a

new credit union has been formed, under the new certificate of approval, articles of incorporation, and bylaws.

(7) All rights of membership in and any obligation or liability of any member to any credit union which is party to a

consolidation or merger are continued in the surviving or new credit union without reservation or diminution.

(8) A pending action or other judicial proceeding to which any of the consolidating or merging credit unions is a party

does not abate by reason of the consolidation or merger.

Indiana

IC 28-7-1-33 Merger of credit unions; submission of resolutions and joint agreement to department; approval or disapproval;

shareholder vote; articles of merger

(a) Except as provided in section 33.1 of this chapter, any two (2) or more credit unions may, with the approval of the

department, merge. This section authorizes the merger of a credit union organized under this chapter with a credit

union organized under any other law.

(b) The board of directors of each credit union participating in the merger must by majority vote approve a joint

agreement of merger.

(c) After the resolutions approving a joint agreement of merger have been adopted by the board of directors of each

credit union, the credit unions shall submit the resolutions and joint agreement to the department for approval. The

department may, in the department's discretion, approve or disapprove the resolution and joint agreement. In

deciding whether to approve or disapprove the resolution and joint agreement under this section, the department

shall consider the following factors:

(1) Whether the credit unions subject to the proposed transaction are operated in a safe, sound, and prudent manner.

(2) Whether the financial condition of any credit union subject to the proposed transaction will jeopardize the

financial stability of any other credit unions subject to the proposed transaction.

(3) Whether the proposed transaction will result in a credit union that has inadequate capital, unsatisfactory

management, or poor earnings prospects.

(4) Whether the proposed transaction, in the department's judgment and considering the available information under

the prevailing circumstances, will result in an institution that is more favorable to the stakeholders than if the entities

were to remain separate.

(5) Whether the management or other principals of the credit union that will result from the proposed transaction are

qualified by character and financial responsibility to control and operate in a legal and proper manner the

resulting credit union.

(6) Whether the credit unions subject to the proposed transaction furnish all the information the department requires in

reaching the department's decision.

(d) If the joint agreement is approved by the department, any credit union whose existence will terminate as a result of

the merger shall submit the joint agreement to a vote of its shareholders at the meeting directed by the resolution of

the board of directors. A majority of the shareholders present at the meeting may approve the joint agreement.

However, the department may permit the merger to become effective without the affirmative vote of the

membership of a credit union if that credit union is in danger of insolvency or if the qualified group or groups

associated with the credit union either have ceased or will soon cease to exist.

(e) After approval of the joint agreement by the shareholders of the merging credit unions, each credit union shall

execute in triplicate articles of merger, on forms furnished by the department, which shall set forth the following:

(1) The time and place of the meeting of the board of directors at which the plan was approved.

(2) The vote by which the plan was approved by the board.

(3) A copy of the resolution or other action by which the plan was agreed upon.

(4) The time and place of the meeting of the members at which the plan was approved.

(5) The vote by which the plan was approved by the members.

(f) The articles, joint agreement, and resolutions shall be delivered to the department for certification, which shall be

evidenced in the manner prescribed in IC 28-12-5, and shall be presented to the secretary of state for recording. The

secretary of state shall file one (1) copy of the articles of merger and shall issue a certificate of merger and two (2)

copies of the articles of merger to the surviving credit union. The date on which the secretary of state issues the

certificate of merger is the effective date of the merger.

(g) The articles of merger shall be filed with the county recorder of the county in which the principal office of the surviving

credit union is located.

§ 28-7-1-33.1. Merger of credit unions; surviving credit union organized under federal or other state law; department

approval not required.

The approval of the department of the merger of two (2) or more credit unions is not required under this chapter if the

credit union surviving the merger is an institution organized or reorganized under the laws of the United States or a state

(as defined in IC 28-2-17-19) other than Indiana. However, the surviving credit union shall:

(1) Notify the department of the merger;

(2) Provide satisfactory evidence to the department of compliance with the requirements of IC 28-1-22 relating to foreign

corporations, if applicable; and

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(3) Provide satisfactory evidence to the department of compliance with the requirements of section 34 of this chapter

relating to credit unions organized in other states, if applicable.

Iowa § 533.401 Merger.

1. With the approval of the superintendent, 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 either by mail or in person at a meeting called for the purpose of

voting on the merger.

2. 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.

3. 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. Notice of the meeting called to consider 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 date of the merger meeting.

b. The notice disclosed the purpose of the meeting and properly informed the membership that approval of the

merger would be sought pursuant to this section.

c. At the meeting called to consider the merger, a majority of the votes received, by regular mail or in person, upon

the question were in favor of the merger.

d. 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 “c”. Upon transfer of control, the board of directors of the merging credit union may only do such

things necessary to execute the merger.

4. 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.

5. The superintendent may waive the membership merger vote if the superintendent finds that an emergency exists which

justifies the waiver.

6. 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.

7. 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.

8. 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.

9. As used in this section, the term “merger” or “merge” means the combination of assets and liabilities of one credit union

with those of another credit union such that one credit union continues and the other credit union surrenders its charter

to operate as a credit union.

Kansas

§ 17-2228: Merger with other credit union, procedure; certificate requirements; assets and liabilities; cancellation of

terminated credit union charter.

Any credit union, with the approval of the administrator, may merge with another credit union under the charter of such

other credit union, pursuant to any plan agreed upon by the majority of the board of directors of each credit union

joining in the merger, and approved by the members of each such credit union organized under the provisions of this act,

either by the affirmative vote of a majority of those members present at a meeting of its members duly called for such

purpose or by the affirmative vote in writing of a majority of its members who participate in the vote on the merger plan

without a meeting. After such agreement by the directors and approval of the members of each credit union organized

under the provisions of this act, the president or chairperson of the board and secretary of each credit union organized

under the provisions of this act, shall execute in triplicate, a certificate of merger, which shall set forth all of the following:

(a) The time and place of the meeting of the board of directors at which the plan was agreed upon;

(b) the vote in favor of adoption of the plan;

(c) a copy of the resolution or other action by which the plan was agreed upon;

(d) the time and place of the meeting of the members at which the plan agreed upon was approved; and

(e) the vote by which the plan was approved by the members.

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Such certificates, in triplicate, a copy of the plan of merger agreed upon, and any necessary approvals or consents for a

merging credit union organized under the provisions of any other jurisdiction shall be forwarded to the administrator. Upon

receipt of these documents, the administrator shall determine whether the merger meets the statutory requirements for

field of membership set forth in K.S.A. 17- 2205, and amendments thereto. If the merger is approved, a copy of the

certificate, certified by the administrator, shall be returned to the merging credit unions within 30 days. The date of

certification of the merger by the administrator shall constitute the date of approval. Upon any such merger so effected,

all property, property rights and interest of the merged credit union shall vest in the continuing credit union without deed,

endorsement or other instrument of transfer, and all debts, obligations and liabilities of the merged credit union shall be

deemed to have been assumed by the continuing credit union under whose charter the merger was effected.

This section shall be construed, whenever possible, to permit a credit union chartered under any other act to merge with

one chartered under this act or to permit one chartered under this act to merge with one chartered under any other act.

The charter of the terminating credit union shall upon merger be canceled and voided by operation of law.

Kentucky § 286.6-710. Merger of credit union.

(1) Any credit union may, with the approval of the commissioner, merge with another credit union under the existing

charter of the other credit union, pursuant to any plan agreed upon by the majority of each board of directors of

each credit union joining in the merger, approved by the affirmative vote of a majority of the members of the

merging credit union present at a meeting of its members duly called for such purpose, and consented to by any

government agency or other organization insuring the accounts of the credit union.

(2) The commissioner may approve a merger according to the plan agreed upon by the majority of the board of

directors of each credit union if approved by less than a majority of the entire membership, as provided in this

section, if the commissioner finds upon the written and verified application filed by the board of directors that:

(a) Notice of the meeting called to consider the merger was mailed to each member entitled to vote upon the

question;

(b) Such notice disclosed the purpose of the meeting and properly informed the membership that approval of the

merger might be sought pursuant to this section; and

(c) A majority of the votes cast upon the question were in favor of the merger.

(3) After agreement by the directors and approval by the members of the merging credit union, the president and

secretary of the credit union shall execute a certificate of merger, which shall set forth all of the following:

(a) The time and place of the meeting of the board of directors at which the plan was agreed upon;

(b) The vote in favor of the adoption of the plan;

(c) A copy of the resolution or other action by which the plan was agreed upon;

(d) The time and place of the meeting of the members at which the plan agreed upon was approved; and

(e) The vote by which the plan was approved by the members.

(4) Such certificate and a copy of the plan of merger agreed upon shall be forwarded to the commissioner, certified by

him, and returned to both credit unions within thirty (30) days.

(5) Upon return of the certificate from the commissioner, all property, property rights, and members' interest of the merged

credit union shall vest in the surviving credit union without deed, endorsement or other instrument of transfer; and all

debts, obligations and liabilities of the merged credit union shall be deemed to have been assumed by the surviving

credit union under whose charter the merger was effected. The rights and privileges of the members of the merged

credit union shall remain intact.

(6) This section shall be construed, whenever possible, to permit a credit union organized under any other act to merge

with one (1) incorporated under this subtitle, or to permit any credit union incorporated under this subtitle to merge

with one (1) organized under any other act.

Louisiana

§646. Supervision by commissioner; suspension or revocation of charter; liquidation; reports; examination fees.

A.(1)(a) Credit unions are under the supervision of the commissioner. The commissioner may prescribe rules and

regulations for the administration of this Chapter and for the administration of a state share insurance

corporation, including but not by way of limitation the merger, consolidation, or dissolution of corporations

organized under this Chapter.

(b) Any central or corporate credit union chartered under this Chapter shall be subject to such rules, regulations, and

orders as the commissioner deems appropriate and, except as otherwise specifically provided in such rules,

regulations, or orders, shall be vested with or subject to the same rights, privileges, duties and restrictions,

penalties, liabilities, conditions, and limitations that would apply to all credit unions organized under this Chapter.

The commissioner may approve bylaws that he deems appropriate to a corporate or central credit union.

(2)(a) The Commissioner shall approve the merger or consolidation of credit unions organized under this Chapter or

converted from federal credit unions to a credit union under this Chapter if in conformity with this Chapter, and if

satisfied that the proposed field of membership for the merging or consolidating credit unions is favorable to the

success of the proposed merger or consolidation. The commissioner shall thereupon issue to the proposed

merging or consolidating credit unions a certificate of approval.

(b) The commissioner in granting approval to mergers, consolidations, or expansion of the field of membership shall

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give consideration to the following: locale of domicile, access to credit union facilities, and whether the proposed

merger, consolidation, or expansion of the field of membership is favorable to the success of the credit union.

(3) Repealed by Acts 2003, No. 362, §2, eff. June 18, 2003.

(4)(a) Mergers must be approved by an affirmative vote of a majority of the members of the merging credit union who

vote on the proposal and by the board of directors of the continuing credit union. Such membership vote on the

merger may be conducted by mail balloting.

(b) Written notice of any annual or special meeting of the members of the merging credit union shall be sent to

each member at the address reflected in the credit union's records at least ten days prior to such meeting.

(5) Notwithstanding the provisions of Paragraphs (2) and (3) of this Subsection, the commissioner may approve a

merger or consolidation of credit unions without membership approval when the merging credit union is insolvent,

or in danger of insolvency, as determined by the commissioner.

Maine §872. Mergers and consolidations.

1. Eligibility.

A. A credit union organized under provisions of the laws of this State, another state or federal laws may merge or

consolidate into a credit union organized under the laws of the State with the approval of the superintendent

obtained pursuant to section 252, and in accordance with such procedures as the superintendent may require.

B. If any credit union involved in the proposed merger is a federal credit union, such merger is subject to all applicable

laws, rules and regulations of the United States. A credit union involved in the proposed merger that is organized

under provisions of law of another state is subject to all applicable laws, rules and regulations of that state.

2. Plan and adoption. The merger shall be pursuant to a plan agreed upon by a majority of the board of directors of each

credit union joining in the merger; and approved by the affirmative vote of a majority of the members voting in person

or by proxy at meetings of each credit union called for that purpose or by written consent of the majority of the

members of each credit union.

3. Compliance. The superintendent shall not approve said merger unless the surviving credit union would be in

compliance with all other laws of the State regulating the organization of credit unions.

4. Effective date; certificate.

A. When the requirements as to approval have been met, including the approval of the superintendent and any

Federal agency whose approval may be required under federal law for such merger or consolidation, the

superintendent shall, issue an appropriate certificate which must be filed in all places where original organization

certificates are required to be filed in this State. In all cases, the superintendent shall cancel the charters of those

credit unions organized under the laws of this State which will cease to exist under the terms of the merger and file

notice of such action in all places where organization certificates are required to be filed in this State.

B. The merger shall become effective upon filing of the certificates pursuant to paragraph A, unless a later effective

date was set forth in the certificate.

5. Effect of merger. Upon the issuance by the superintendent of a certificate to the surviving credit union, all property

rights and interests of the merged credit union vest in the surviving credit union, without deed, endorsement or other

instruments of transfer; and all debts, obligations and liabilities of the merged credit unions are assumed by the surviving

credit union. Thereafter, the charter of any merged credit union is void, and existence of the merged credit union as a

legal entity separate from the surviving credit union terminate. Sections 357 and 358 apply to such mergers.

Maryland

§ 6-803. Merger of credit unions.

(a) Definitions. --

(1) In this section the following words have the meanings indicated.

(2) "Merging credit union" means a credit union that is absorbed or acquired by another credit union in a merger and

ceases to exist after the merger.

(3) "Surviving credit union" means a credit union that absorbs or acquires another credit union in a merger and

continues to exist after the merger.

(4) "New credit union" means a credit union that is created when two or more credit unions consolidate to form a

newly created credit union.

(b) General rule. --

(1) (i) With the approval of the Commissioner, any credit union may merge or consolidate as provided in this section.

(ii) A merger or consolidation under this section may be with a credit union organized under the laws of the United

States, this State, or any other state.

(2) (i) A single common bond credit union may merge or consolidate with another single common bond credit union

resulting in a surviving or new single common bond credit union provided that the credit unions party to the merger

or consolidation share the same single common bond, as defined under § 6- 301(c)(2) of this title, prior and

subsequent to the merger or consolidation.

(ii) A single common bond credit union may merge or consolidate with another single common bond credit union

resulting in a surviving or new multiple common bond credit union provided that:

1. Prior to the merger or consolidation, one of the credit unions converts into a multiple common bond credit

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union, as provided under § 6-304 of this title, which includes in its field of membership the group served by the

other single common bond credit union; and

2. The surviving or new multiple common bond credit union satisfies the requirements for multiple common

bonds under § 6-301(c)(3) and (e) of this title.

(3) A single common bond credit union may merge or consolidate with a multiple common bond credit union

resulting in a surviving or new multiple common bond credit union provided that:

(i) Prior to the merger or consolidation, the multiple common bond credit union includes or adds to its field of

membership the group served by the single common bond credit union, as provided under § 6- 303 of this title;

and

(ii) The surviving or new multiple common bond credit union satisfies the requirements for multiple common bonds

under § 6-301(c)(3) and (e) of this title.

(4) A multiple common bond credit union may merge or consolidate with another multiple common bond credit

union resulting in a surviving or new multiple common bond credit union provided that:

(i) 1. Prior to a merger, the credit union that will become the surviving credit union includes or adds to its field of

membership the groups served by the credit union that will become the merging credit union, as provided under

§ 6-303 of this title; or

2. In the case of a consolidation, the field of membership of the new credit union includes all groups that will be

served by that new credit union; and

(ii) The surviving or new multiple common bond credit union satisfies the requirements for multiple common bonds

under § 6-301(c)(3) and (e) of this title.

(5) A single or multiple common bond credit union may merge, as the merging credit union, with a community credit

union, as the surviving credit union, provided that:

(i) 1. The merging credit union has a branch within the community boundaries of the surviving credit union; or

2. A majority of the members in the field of membership of the merging credit union would qualify for

membership in the surviving credit union;

(ii) No less than 30 days before the effective date of the merger, the merging credit union gives notice of the

merger to all groups of potential members of the merging credit union that will be removed from the field of

membership as a result of the merger; and

(iii) On and after the effective date of the merger, the surviving credit union:

1. May not continue to serve groups within the field of membership of the merging credit union that are located

outside the community boundaries of the surviving credit union; and

2. May continue to serve members of a group identified under item 1 of this paragraph who are members

before the effective date of the merger.

(6) A community credit union may merge or consolidate with another community credit union provided that:

(i) The members of the surviving or new credit union remain within a single well-defined local community,

neighborhood, rural district, or county; and

(ii) The surviving or new credit union is within reasonable geographic proximity to the members of the credit union

party to the merger or consolidation.

(7) Except as provided in paragraphs (8) and (9) of this subsection, a community credit union may not merge, as a

merging credit union, with a single or multiple common bond credit union.

(8) Notwithstanding the provisions of paragraph (2), (3), (4), or (5) of this subsection or the numerical limitations

prescribed in § 6-301(e) of this title, the Commissioner may approve the merger or consolidation of any credit union

with a multiple common bond credit union, as a new or surviving credit union, when safety and soundness

concerns are present as determined by the Commissioner.

(9) Notwithstanding the provisions of paragraphs (2) through (8) of this subsection, the Commissioner may approve the

merger or consolidation of any credit union, whether or not the credit unions party to the merger or consolidation

have the same field of membership type, if:

(i) Any of the credit unions party to the merger or consolidation is insolvent or likely to become insolvent;

(ii) The merger or consolidation is in the best interest of the membership of the credit unions party to the merger or

consolidation; and

(iii) The merger or consolidation will not adversely affect the financial condition of the surviving or new credit union.

(c) Applicability of State or federal provisions. --

(1) If the surviving or new credit union will be a State credit union:

(i) The merger or consolidation shall be made in accordance with the provisions of this subtitle; and

(ii) If one of the credit unions is a federal credit union, federal law governs its actions and the rights of its members.

(2) If the surviving or new credit union will be a federal credit union:

(i) The merger or consolidation shall be made in accordance with federal law which governs its actions and the

rights of its members; and

(ii) The merger or consolidation shall be made in accordance with the provisions of this subtitle for a State credit

union and the rights of its members.

(3) If the surviving or new credit union will be another State credit union:

(i) The merger or consolidation shall be made in accordance with the provisions of this subtitle for the State credit

union and the rights of its members; and

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(ii) The merger or consolidation shall be made in accordance with the provisions of the other State laws for the

other State credit union and the rights of its members.

(d) Board's actions. -- A majority of the board of each credit union proposing a merger or consolidation shall:

(1) Adopt a resolution that declares that the merger or consolidation is advisable; and

(2) Set a date for a vote on the proposed merger or consolidation by the members of each credit union party to

the merger or consolidation at any annual or special meeting of the membership or by mail ballot to be filed

on or before that date.

(e) Voting methods. -- The Commissioner, at the request of the board, may:

(1) Waive the vote of the members; and

(2) Substitute any reasonable method of determining the approval by the members.

(f) Required plan. -- The merger or consolidation shall be in accordance with a plan that:

(1) States the field of membership type that the surviving or new credit union will have;

(2) Is agreed to by a majority of the board of each credit union party to the merger or consolidation; and

(3) Unless provided otherwise by the Commissioner, is approved by the members of each credit union party to the

merger or consolidation, by the affirmative vote of a majority of the members of each credit union party to the

merger or consolidation who vote on the proposal.

(g) Certificate of merger. --

(1) After agreement by the board and approval by the members of each credit union party to the merger or

consolidation, two officers of each credit union party to the merger or consolidation shall execute a certificate of

merger or consolidation.

(2) The certificate of merger or consolidation shall include as to each credit union party to the merger or

consolidation:

(i) The time and place of the meeting of the board at which the plan was agreed to;

(ii) The vote by which the plan was agreed to by the board;

(iii) A copy of the resolution or other action by which the plan was agreed to by the board;

(iv) The date on or by which the plan was approved by the members of each credit union; and

(v) Unless provided otherwise by the Commissioner, the vote by which the plan was approved by the members of

each credit union.

(h) Bond requirements; further determinations by Commissioner. --

(1) A credit union may merge or consolidate if:

(i) 1. The surviving or new credit union meets the common bond requirements of the proposed field of membership

type; and

2. Each credit union party to the merger or consolidation files with the Commissioner:

A. The certificate of merger or consolidation;

B. A copy of the plan of merger or consolidation; and

C. Any other documents that the Commissioner deems necessary to make a determination on the application;

and

(ii) The Commissioner determines that:

1. Each credit union party to the merger or consolidation has not engaged in any material unsafe or unsound

practice during the 1-year period preceding the date of filing of the certificate of merger or consolidation;

2. The surviving or new credit union has adequate net worth;

3. The surviving or new credit union has the administrative capability to serve the members of the surviving or

new credit union and the financial resources to meet the need for additional staff and assets to serve the

surviving or new credit union; and

4. Any potential harm that the surviving or new credit union may have on any other credit union and its

membership is clearly outweighed, in the public interest, by the probable beneficial effect of the merger or

consolidation in meeting the convenience and needs of the members of the surviving or new credit union.

(2) Unless the Commissioner notifies the credit union that a different time period is necessary, within 60 days after the

certificate of merger or consolidation is filed, the Commissioner shall:

(i) Notify each credit union party to the merger or consolidation of the determination on the application; and

(ii) Certify the certificate of merger or consolidation and return the certificate to each credit union party to the

merger or consolidation.

(i) Effect of merger. -- When the certificate is certified and sent back to the credit unions by the Commissioner:

(1) All of the property, property rights, and members' interest of the credit unions party to the merger or consolidation

belong to the surviving or new credit union without deed, endorsement, or other instrument of transfer;

(2) All of the debts, obligations, and liabilities of the credit unions party to the merger or consolidation are assumed by

the surviving or new credit union; and

(3) The rights and privileges of the members of the credit unions party to the merger or consolidation remain intact.

(j) Recording of certificate and plan. --

(1) The surviving or new credit union shall act promptly to file and record the certified certificate and plan of merger or

consolidation with the State Department of Assessments and Taxation.

(2) When the certificate and plan of merger or consolidation are filed with the State Department of Assessments and

Taxation, the merger or consolidation takes effect.

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Massachusetts Chapter 171, Section 78. Consolidation.

Any two or more credit unions may consolidate into a single corporation on such terms as shall have been agreed upon

by a vote of two-thirds of the board of directors of each corporation, and as shall have been approved in writing by the

commissioner; provided, however, that such action is approved at a special meeting of the members of each

corporation called for that purpose, by a vote of at least a majority of those members present, qualified to vote, and

voting; and provided, further, that such consolidation has been approved in writing by the board of directors of the

Massachusetts Credit Union Share Insurance Corporation, if one or more of such credit unions is a member of said

corporation. A certificate subscribed by the presidents and clerks of all such credit unions, setting forth that each such

credit union has complied with all the requirements of this section shall be submitted to the commissioner and if the

commissioner shall approve such consolidation, he shall endorse his approval upon said certificate.

Articles of consolidation or merger shall be filed with the state secretary which shall set forth the due adoption of an

agreement of consolidation or merger and shall state: (i) the names of the corporations and the name of the resulting or

surviving corporation; (ii) the effective date of the consolidation or merger determined pursuant to the agreement of

consolidation or merger; and, (iii) any amendment to the articles of organization of the surviving corporation to be

effected pursuant to the agreement of merger. Such articles of consolidation or merger shall be signed by the president

or a vice president and the clerk or an assistant clerk of each corporation, who shall state under the penalties of perjury

that the agreement of consolidation or merger has been duly executed on behalf of such corporation and has been

approved as required.

The form on which articles of consolidation or merger are filed shall also contain the following information which shall not

for any purpose be treated as a permanent part of the articles of organization of the resulting or surviving corporation: (1)

the post office address of the initial principal office of the resulting or surviving corporation in the commonwealth; (2) the

name, residence and post office address of each of the initial trustees or directors and the president, treasurer and clerk

of the resulting or surviving corporation; (3) the fiscal year of the resulting or surviving corporation initially adopted; (4) the

date initially fixed in the by-laws for the annual meeting of the shareholders or members of the resulting or surviving

corporation.

The consolidation or merger shall become effective when the articles of consolidation or merger are filed in accordance

with section six, unless said articles specify a later effective date not more than thirty days after such filing, in which event

the consolidation or merger shall become effective on such later date.

If none of the credit unions to be consolidated is a member of the Massachusetts Credit Union Share Insurance

Corporation, the commissioner shall, and if one or more of such credit unions is a member of the Massachusetts Credit

Union Share Insurance Corporation, then the commissioner and the board of directors of the Massachusetts Credit Union

Share Insurance Corporation shall determine the value of shares and deposits, if any, in each consolidated credit union;

and the loan reserve, investment reserve, undivided earnings and any other surplus accounts, if any, of each of such

credit unions shall be disposed of as he or they may direct.

Upon the consolidation of any two or more credit unions under the provisions of this section, the corporate existence of all

but one of the consolidating credit unions shall be discontinued and consolidated into that of the remaining credit union,

which shall continue; and the charter of each other credit union shall become void. All of the rights and privileges of each

consolidating credit union and its right, title and interest to all property of whatever kind and thing in action, and every

right, privilege, interest or asset of conceivable value or benefit then existing which would inure to it except for such

consolidation, shall be deemed fully, and without any right of reversion, to be transferred to or vested in the continuing

credit union, without further act or deed and the continuing credit union shall have and hold the same in its own right to

every extent that the same was owned and held by the consolidating credit union from which it was transferred.

A consolidating credit union’s rights, obligations and relations to any person, member, creditor, trustee or beneficiary of

any trust, as of the effective date of the consolidation, shall remain unimpaired and the continuing credit union shall, by

the consolidation, succeed to all such relations, obligations and liabilities, as though it had itself assumed the relation or

incurred the obligation or liability; and its liabilities and obligations to creditors existing for any cause whatsoever shall not

be impaired by the consolidation; nor shall any obligation or liability of any member in any such credit union, continuing

or consolidating, which is party to the consolidation, be affected by any such consolidation, but such obligations and

liabilities shall continue as fully and to the same extent as the same existed before the consolidation.

A pending action or other judicial proceeding to which any of the consolidating credit unions is a party shall not be

deemed to have abated or to have discontinued by reason of the consolidation, but may be prosecuted to final

judgment, order or decree in the same manner as if the consolidation had not been made; or the continuing credit union

may be substituted as a party to any such action or proceeding to which the consolidating credit union was a party, and

any judgment, order or decree may be rendered for or against the continuing credit union that might have been

rendered for or against such consolidating credit union if consolidation had not occurred.

If the consolidating credit unions have main offices in different counties, the main office of the continuing credit union

shall be the main office of that consolidating credit union which has the greater total assets on the date on which the

merger or consolidation is approved by the board of directors of the last consolidating corporation so to approve.

Chapter 171, Section 78A.

Any 1 or more credit unions may merge or consolidate with 1 or more savings banks, as defined in section 1 of chapter

168, or 1 or more co-operative banks, as defined in section 1 of chapter 170, or 1 or more subsidiary banking institutions, as

defined in section 1 of chapter 167H and section 4 of chapter 167I.

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Chapter 171, Section 78B. Repealed.

Michigan § 490.371 Credit unions; merger.

(1) Two or more domestic credit unions may merge into 1 of the credit unions, or into a newly formed domestic credit

union, if all of the following are met:

(a) The credit union board of each constituent credit union by majority vote adopts a plan of merger that includes all of

the following:

(i) The name of each constituent credit union and the name of the surviving credit union.

(ii) The terms and conditions of the proposed merger, including the manner and basis of converting the member

shares in each constituent credit union into member shares in the surviving credit union, or into cash or other

property, or into a combination of shares, cash, or other property.

(iii) A statement of any amendment to the certificate of organization of the surviving credit union affected by the

merger or a statement that no changes are to be made in the certificate of organization of the surviving credit

union.

(iv) Any other provisions concerning the proposed merger that the constituent credit unions consider necessary or

desirable.

(b) If the credit union board of each constituent credit union adopts the plan of merger, the constituent credit unions

submit the plan of merger to the commissioner. Each constituent credit union shall submit the time and place of the

meeting of the credit union board at which it approved the plan, the vote of the directors on approving the plan,

and a copy of the resolution of the credit union board approving the plan to the commissioner with the plan of

merger.

(c) Subject to subsection (6), the members of each constituent credit union except the surviving credit union approve

the plan of merger, at a special membership meeting called for that purpose or by mail ballot. If the vote is held at

a special membership meeting, the credit union board shall provide each member with written notice of the

meeting that states the purpose of the meeting, at least 7 days and not more than 30 days before the meeting.

The plan of merger is approved if a majority of the members of the constituent credit union that vote on the merger

vote in favor of the merger.

(d) If the membership of a constituent credit union approves of a plan of merger under subdivision (c), the credit union

shall notify the director that the plan of merger is approved, the vote by which the members approved the plan,

and a copy of the meeting notice if the plan was approved at a special membership meeting or the ballot and

mailing date and closing date if the plan was approved by mail ballot of the members.

(e) The director grants final approval of the plan of merger. The director shall grant final approval of the plan if all of

the requirements of subdivisions (a) to (d) are met.

(2) One or more domestic credit unions may merge with 1 or more foreign credit unions if both of the following are

satisfied:

(a) The merger is permitted by the law of the jurisdiction under whose law each foreign constituent credit union is

organized and each foreign constituent credit union complies with that law in effecting the merger.

(b) Each domestic constituent credit union complies with subsection (1).

(3) If a plan of merger under subsection (1) or (2) is approved, each constituent credit union shall execute and file a

certificate of merger with the director that contains all of the following:

(a) The statements required in subsection (1)(a)(i) and (iii).

(b) A statement that the plan of merger has been approved by the members of the constituent credit unions required

to vote under subsection (1)(c).

(c) A statement of any assumed names the surviving credit union will use in this state if the director approves. The

statement shall specify each new assumed name of the surviving credit union, each current assumed name the

surviving entity retains, and each assumed name transferred to the surviving entity from another constituent credit

union.

(d) The proposed effective date of the merger.

(4) When a merger takes effect, all of the following apply:

(a) Every other constituent credit union merges into the surviving credit union and the separate existence of every

constituent credit union except the surviving credit union ceases.

(b) All property, debts, causes of action, and other interests of, belonging to, or due to each constituent credit union

are vested in the surviving credit union without further act or deed and without reversion or impairment.

(c) The surviving credit union has all of the liabilities of each constituent credit union.

(d) A proceeding pending against any constituent credit union may be continued as if the merger had not occurred

or the surviving credit union may be substituted in the proceeding for the constituent credit union if the existence

of the constituent credit union ceased.

(e) The certificate of organization of the surviving credit union is amended to the extent provided in the certificate of

merger.

(f) The membership shares in each constituent credit union are converted into membership shares in the surviving

credit union, cash, or other property as provided in the plan of merger. If a person is a member of more than 1 of

the constituent credit unions, the person is entitled to only 1 membership in the surviving credit union.

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(g) The surviving credit union is liable for, and is subject to service of process in a proceeding in this state for the

enforcement of, any obligation of a domestic constituent credit union.

(5) If the surviving credit union in a merger under subsection (2) is a foreign credit union, and the surviving credit union

transacts business in this state, it shall comply with the provisions of this act concerning foreign credit unions.

(6) The director may waive the membership vote described in subsection (1)(c) for a constituent credit union if he or she

determines that it is in the best interests of the membership of the constituent credit union or that the constituent

credit union is insolvent or in imminent danger of becoming insolvent.

(7) Credit unions with different fields of membership may merge under this section.

Minnesota

§ 52.203 MERGER OR CONSOLIDATION.

Any credit union chartered by this state may merge with and be absorbed by any other state or federal credit union, and

any credit union chartered by this or any other state or any federal credit union may be merged into a successor credit

union chartered by this state, upon approval of all regulatory agencies concerned, and upon compliance with this

section as regards the credit union chartered by this state. At the time of filing with the commissioner of any proposed

merger or consolidation plan, the credit unions proposing to merge or consolidate shall submit a fee of $100 payable to

the commissioner of commerce. The fee shall be paid in equal parts by the credit unions' party to the proposal.

A credit union may be absorbed after two-thirds of its members present and entitled to vote have voted in favor of the

merger at a special meeting called by a majority of the board of directors for that purpose, upon 14 days mailed written

notice to each member at the member's last known address clearly stating the purpose of the special meeting, or at any

regular meeting after like notice of the purpose has been given. Thereafter, the board of directors may execute an

agreement of merger with the successor credit union, subject to approval of the agreement by the commissioner of

commerce.

The commissioner shall approve or disapprove of the agreement within 60 days of the date the agreement is submitted.

The approved agreement must be filed with the secretary of state.

If the successor credit union which absorbs one or more credit unions is chartered by this state it may execute an

agreement of merger upon approval of the agreement by the commissioner of commerce and by the board of directors

of the credit union. The commissioner of commerce shall approve the merger agreement if it is in the best interest of the

credit unions involved. In any event, the commissioner of commerce shall approve or disapprove of the merger

agreement within 60 days of the date the agreement is submitted. Members of, and persons eligible for membership in,

the credit union being absorbed have all rights of membership in the successor credit union.

The charter and license and all other rights and property of the credit union being absorbed is deemed to be transferred

to and invested in the successor credit union upon execution and approval of the merger agreement without further

action. Any pending action or other judicial proceeding to which the credit union being absorbed is a party at the date

of merger does not abate by reason of the merger. If the credit union being absorbed is chartered by this state, its

corporate existence ceases upon the execution and approval of the merger agreement without further action.

Mississippi SEC. 81-13-79. Merger of credit unions; certificate of merger; transfer of rights, assets and interests.

(1) Any credit union may, with the approval of the Commissioner of Banking and Consumer Finance or his successor,

merge with another credit union under the existing charter of the other credit union, pursuant to any plan agreed

upon by the majority of each board of directors of each credit union joining in the merger, and approved by the

affirmative vote of a majority of the members of the merging credit union present at a meeting of its members duly

called for such purpose, and consented to by any government agency or other organization insuring the accounts of

the credit union. Provided, however, such merger shall not be in violation of the provision of Section 81-13-13, which

requires a common bond of occupation, association or residence within groups which are members of a credit union.

(2) After agreement by the directors and approval by the members of the merging credit union, the president and

secretary of the credit union shall execute a certificate of merger, which shall set forth all of the following:

(a) The time and place of the meeting of the board of directors at which the plan was agreed upon;

(b) The vote in favor of the adoption of the plan;

(c) A copy of the resolution or other action by which the plan was agreed upon;

(d) The time and place of the meeting of the members at which the plan agreed upon was approved; and

(e) The vote by which the plan was approved by the members.

(3) Such certificate and a copy of the plan of merger agreed upon shall be forwarded to the Commissioner of Banking

and Consumer Finance or his successor, certified by him, and returned to both credit unions within thirty (30) days.

(4) Upon return of the certificate from the commissioner or his successor, all property, property rights and members' interest

of the merged credit union shall vest in the surviving credit union without deed, endorsement or other instrument of

transfer, and all debts, obligations and liabilities of the merged credit union shall be deemed to have been assumed

by the surviving credit union under whose charter the merger was effected. The rights and privileges of the members

of the merged credit union shall remain intact.

(5) This section shall be construed, whenever possible, to permit a credit union chartered under any other law to merge

with one chartered under Section 81-13-1 et seq., or to permit one chartered under Section 81-13-1 et seq. to merge

with one chartered under any other law.

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Missouri § 370.351. Credit unions may merge--directors to approve plan, procedure.

1. Any two or more credit unions formed under the laws of the state of Missouri and any credit union or unions formed

under the laws of the state of Missouri and any credit union formed under the laws of any other state or of the United

States which is formed for the same purpose for which a credit union might be formed under the laws of this state, may

merge into one of such credit unions.

2. The board of directors of each credit union, by resolution adopted by a majority vote of the members of the board,

shall approve a plan of merger setting forth:

(1) The names of the credit unions proposing to merge and the name of the credit union into which they propose to

merge, which is hereinafter designated as the "surviving credit union";

(2) The terms and conditions of the proposed merger and the mode of carrying the same into effect;

(3) The manner and basis of converting the membership shares of each merging credit union into the membership

shares of the surviving credit union;

(4) A statement of any changes in the articles of agreement and the bylaws of the surviving credit union to be effected

by such merger;

(5) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.

§ 370.352. Consolidation into new credit union--directors to approve plan.

1. Any two or more credit unions organized under the laws of the state of Missouri, or any credit union organized under the

laws of any other state or of the United States and formed for a purpose for which a credit union might be formed

under the laws of the state of Missouri may consolidate into a new credit union.

2. The board of directors of each credit union, by resolution adopted by a majority vote of the members of such board,

shall approve a plan of consolidation setting forth:

(1) The names of the credit unions proposing to consolidate and the name of the new credit union into which they

propose to consolidate, which is hereinafter designated as the "new credit union";

(2) The terms and conditions of the proposed consolidation and the mode of carrying the same into effect;

(3) The manner and basis of converting the membership shares, assets and liabilities of each credit union into

membership shares or assets and liabilities of the new credit union;

(4) With regard to the new credit union, all of the statements required to be set forth in the articles of agreement and

the bylaws for credit unions;

(5) Such other provisions with regard to the proposed consolidation as are deemed necessary or desirable.

§ 370.353. Submission of plan to meeting of members or shareholders--notice.

1. The board of directors of the merging credit union or credit unions, upon approving the plan of merger or consolidation,

shall direct, by a resolution, that the plan be submitted at a meeting of the members or shareholders, which may be

either an annual or special meeting. Notice of the meeting shall be mailed or delivered to each member not more

than thirty days and not less than fourteen days prior to the meeting. All members shall be given the opportunity to vote

on the plan of merger or consolidation at a meeting or by written or electronic ballot received no later than the date

and time announced for the meeting. All members should be provided the opportunity to vote, without being required

to attend the meeting where the proposition is voted on. The notice, whether the meeting is an annual or special

meeting, shall state the place, day, hour, and purpose of the meeting, and a copy or summary of the plan of merger or

plan of consolidation shall be included in or enclosed with the notice. The board of directors of the surviving credit

union named in any such plan of merger need not submit the merger plan to its members but shall, instead, ratify such

merger plan according to the procedure stated in section 370.351.

2. In the case of a consolidation, the board of directors of each credit union party to such plan of consolidation must

submit the plan of consolidation to its members according to the procedure described in subsection 1 of this section.

3. The director may waive any membership meeting required under subsections 1 and 2 of this section upon the request of

the board of directors of any of the merging or consolidating credit unions if the credit union seeking the waiver is in

financial difficulty, if its field of membership is being lost or substantially reduced, or if it has only limited potential of

growth.

§ 370.354. Vote required for approval--director may approve, when.

1. At each such meeting, a vote of the members or the shareholders entitled to vote shall be taken on the proposed plan

of merger or consolidation. The plan of merger or consolidation shall be approved upon receiving the affirmative vote

of a majority of the members present and voting at the meeting of each of the credit unions, provided a quorum is

present.

2. Upon the approval of the members, articles of merger or consolidation shall be submitted to the director of the division

of credit unions, who shall approve the same if the merger or consolidation is made in conformity with the laws of this

state and is in the best interest of the majority of the members thereof.

§ 370.355. Certificate of merger or consolidation, issued when--copies, where filed.

1. Upon approval by the director of the division of credit unions, articles of merger or articles of consolidation shall be

executed in triplicate, by each credit union, by its president, or a vice president, and verified by him, and with the

corporate seal of each credit union affixed thereto, attested by its secretary or an assistant secretary, and shall set forth:

(1) The plan of merger or plan of consolidation;

(2) The total membership of each credit union;

(3) As to each credit union the number of members voting for and against the plan, respectively.

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2. If the director of the division of credit unions finds that the articles conform to law, when all required taxes or fees have

been paid, he shall file the same, keeping one copy as a permanent record, forward a copy to the secretary of state

after having issued a certificate of merger or a certificate of consolidation, and a verified copy of the certificate, to which

he shall affix the other copy of the articles.

3. Upon the issuance of the certificate of merger or the certificate of consolidation by the director of the division of credit

unions, the merger or consolidation shall be effected.

4. The certificate of merger with a copy of the articles of merger affixed thereto by the director of the division of credit

unions, or the certificates of consolidation with the copy of the articles of consolidation and certified copy thereof, with

the copy of the articles of consolidation affixed thereto by the director of the division of credit unions, shall be returned

to the surviving credit union, or new credit union, as the case may be, or to its representative.

§ 370.356. Shareholder may object to merger or consolidation, procedure--payment of value of shares.

1. If a shareholder of a credit union which is a party to a merger or consolidation files with such credit union, prior to or at

the meeting of shareholders or members at which the plan of merger or consolidation is submitted to a vote, a written

objection to such a plan of merger or consolidation, and shall not vote in favor thereof, and the shareholder within ten

days after the merger or consolidation is effected, makes written demand on the surviving or new credit union for

payment of the fair value of his share as of the day prior to the date on which the vote was taken approving the merger

or consolidation, the surviving or new credit union shall pay to such shareholder, upon surrender of his pass book or

other record representing the shares, the fair value thereof as reflected by the books of the company, not including any

goodwill or statutory reserve fund that may be had by the credit union.

2. The demand shall state the number of shares owned by the dissenting shareholder.

3. Any shareholder failing to make demand within the ten day period shall be conclusively presumed to have consented

to the merger or consolidation, and shall be bound by the terms thereof.

§ 370.357. Effect of merger or consolidation.

When the merger or consolidation has been effected:

(1) The several credit unions parties to the plan of merger or consolidation shall be a single credit union which, in the

case of a merger, shall be that credit union designated in the plan of merger as the surviving credit union, and, in

the case of consolidation, shall be the new credit union provided for in the plan of consolidation;

(2) The separate existence of all credit union parties to the plan of merger or consolidation, except the surviving or new

credit union, shall cease;

(3) The surviving or new credit union shall have all the rights, privileges, immunities, and powers, and shall be subject to

all the duties and liabilities of a new credit union;

(4) The surviving or new credit union shall thereupon and thereafter possess all the rights, privileges, immunities, and

franchises of each of the merging or consolidating credit unions; and all property, real, personal, and mixed, and all

debts due on whatever account, loans, and all other choses in action, and all and every other interest of or

belonging to or due to each of the credit unions so merged or consolidated, shall be taken and deemed to be

transferred to and vested in the single credit union, without further act or deed; and the title to any real estate, or

any interest therein, under the laws of this state, vested in any of the credit unions, shall not revert or be in any way

impaired by reason of the merger or consolidation;

(5) The surviving or new credit union shall thenceforth be responsible and liable for all the liabilities and obligations of

each of the credit unions so merged or consolidated; and any claim existing or action or proceeding pending by or

against any of such credit unions may be prosecuted to judgment as if the merger or consolidation had not taken

place, or the surviving or new credit union may be substituted in its place; neither the rights of creditors nor any liens

upon the property of any of the corporations shall be impaired by the merger or consolidation;

(6) In case of a merger, the articles of agreement and the bylaws of the surviving credit union shall be deemed to be

amended to the extent, if any, that changes in its articles are stated in the articles of merger; and, in the case of a

consolidation, the statement set forth in the articles of consolidation, and which are required or permitted to be set

forth in the bylaws of credit unions, shall be deemed to be the articles of agreement of the new credit union.

Montana § 32-3-322. Merger.

(1) Any credit union may, with the approval of the department of administration, merge with another credit union under

the existing charter of the other credit union, pursuant to any plan agreed upon by the majority of each board of

directors of each credit union joining in the merger and approved by the affirmative vote of a majority of the members

of the merging credit union.

(2) After agreement by each board of directors and approval by the members of the merging credit union, the president

and secretary of the credit union shall execute a certificate of merger, which must set forth all of the following:

(a) the time and place of the meeting of each board of directors at which the plan was agreed upon;

(b) the vote in favor of the adoption of the plan;

(c) a copy of the resolution or other action by which the plan was agreed upon;

(d) the time and place of the meeting of the members at which the plan agreed upon was approved; and

(e) the vote by which the plan was approved by the members.

(3) The certificate and a copy of the agreed-upon plan of merger must be forwarded to the department, certified by the

department, and returned to both credit unions within 30 days. A copy of the certificate of merger, the certified plan,

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and the articles of merger must be filed with the secretary of state by the surviving credit union.

(4) Upon return of the certificate from the department, all property rights and members' interest of the merged credit union

vest in the surviving credit union without deed, endorsement, or other instrument of transfer, and all debts, obligations,

and liabilities of the merged credit union are considered to have been assumed by the surviving credit union under

whose charter the merger was effected. The rights and privileges of the members of the merged credit union remain

intact.

(5) This section must be construed, whenever possible, to permit a credit union chartered under any other law to merge

with one chartered under this chapter or to permit one chartered under this chapter to merge with one chartered

under any other law.

Nebraska § 21-17.109. Merger or consolidation.

(1) Any credit union organized under the Credit Union Act may, with the approval of the department, merge or

consolidate with one or more other credit unions organized under the act or under the laws of the United States, if the

credit unions merging or consolidating possess coinciding common bonds of association.

(2) When two or more credit unions merge or consolidate, one shall be designated as the continuing credit union or a

totally new credit union shall be organized. If the latter procedure is followed, the new credit union shall be organized

under the Credit Union Act or under the laws of the United States. All participating credit unions other than the

continuing or new credit union shall be designated as merging credit unions.

(3) Any merger or consolidation of credit unions shall be done according to a plan of merger or consolidation. After

approval by the boards of directors of all participating credit unions, the plan shall be submitted to the department for

preliminary approval. If the plan includes the organization of a new credit union, all documents required pursuant to

section 21-1724 shall be submitted as a part of the plan. In addition, each participating credit union shall submit the

following information:

(a) The time and place of the meeting of the boards of directors at which the plan of merger or consolidation was

agreed upon;

(b) The vote of the directors in favor of the adoption of the plan; and

(c) A copy of a resolution or other action by which the plan was agreed upon.

The department shall grant preliminary approval if the plan has been approved properly by the boards of directors

and if the documentation required to organize a new credit union, if any, complies with section 21-1724. The director,

in his or her discretion, may order a hearing be held if he or she determines that the condition of the acquiring credit

union warrants a hearing or that the plan of merger would be unfair to the merging credit union.

(4) After the department grants preliminary approval, each merging credit union shall, unless waived by the department,

conduct a membership vote on its participation in the plan. The vote shall be conducted either at a special meeting

called for that purpose or by mail ballot. If a majority of the members voting approve the plan, the credit union shall

submit a record of that fact to the department indicating the vote by which the members approved the plan and

either the time and place of the membership meeting or the mailing date and closing date of the mail ballot.

(5) The department may waive any voting requirements described in the Credit Union Act for any credit union upon the

determination that it is in the best interests of the membership or that the credit union is insolvent or in imminent danger

of becoming insolvent.

(6) The director shall grant final approval of the plan of merger or consolidation after determining that the requirements of

subsections (1) through (4) of this section have been met in the case of each merging credit union. If the plan of

merger or consolidation includes the organization of a new credit union, the department must approve the

organization of the new credit union under section 21-1724 as part of the approval of the plan of merger or

consolidation. The department shall notify all participating credit unions of the plan.

(7) Upon final approval of the plan by the department, all property, property rights, and members' interests in each

merging credit union shall vest in the continuing or new credit union as applicable without deed, obligations, and

other instruments of transfer, and all debts, obligations, and liabilities of each merging credit union shall be deemed to

have been assumed by the continuing or new credit union. The rights and privileges of the members of each

participating credit union shall remain intact. If a person is a member of more than one of the participating credit

unions, the person shall be entitled to only a single set of membership rights in the continuing or new credit union.

(8) Notwithstanding any other provision of law, the department may authorize a merger or consolidation of a credit union

which is insolvent or which is in danger of insolvency with any other credit union or may authorize a credit union to

purchase any of the assets of or assume any of the liabilities of any other credit union which is insolvent or which is in

danger of insolvency, if the department is satisfied that:

(a) An emergency requiring expeditious action exists with respect to such credit union;

(b) Other alternatives for such credit union are not reasonably available; and

(c) The public interest would best be served by the approval of such merger, consolidation, purchase, or

assumption.

(9) Notwithstanding any other provision of law, the director may authorize an institution, the deposits or accounts of which

are insured by the Federal Deposit Insurance Corporation or any derivative thereof, to purchase any assets of or

assume any liabilities of a credit union which is insolvent or in danger of insolvency, except that prior to exercising this

authority the director shall attempt to effect a merger or consolidation with, or purchase or assumption by, another

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credit union as provided in subsection (8) of this section.

(10) For purposes of the authority contained in subsection (9) of this section, insured share accounts of each credit union

may, upon consummation of the purchase or assumption, be converted to insured deposits or other comparable

accounts in the acquiring institution, and the department and the National Credit Union Share Insurance Fund shall be

absolved of any liability to the credit union's members with respect to those accounts.

Nevada NRS 678.800 Merger; fees set by regulation; regulations.

1. Any credit union may, with the approval of the Commissioner, merge with another credit union under the existing

charter of the other credit union, pursuant to any plan agreed upon by the majority of the board of each credit union

joining in the merger and approved by the affirmative vote of:

(a) A majority of the members of the merging credit union present at a meeting called for that purpose; or

(b) A majority of the members of the merging credit union voting by mail on the question.

2. After agreement by the directors of each credit union and approval by the members of the merging credit union, the

chair and secretary of each credit union shall execute a certificate of merger, which must set forth:

(a) The time and place of the meeting of the board of directors at which the plan was agreed upon;

(b) The vote in favor of adoption of the plan;

(c) A copy of the resolution or other action by which the plan was agreed upon;

(d) The circumstances of the vote in which the members approved the plan agreed upon, if a vote was required; and

(e) The vote by which the plan was approved by the members, if a vote was required.

3. A copy of each of the certificates executed pursuant to subsection 2 and a copy of the plan of merger agreed upon by

the credit unions joining in the merger must be forwarded to the Division of Financial Institutions for certification and

returned to the credit unions within 30 days.

4. After a merger is effected, all property, property rights and interest of the merged credit union vest in the surviving credit

union without deed, endorsement or other instrument of transfer, and all debts, obligations and liabilities of the merged

credit union are deemed to be assumed by the surviving credit union under whose charter the merger was effected.

5. If the surviving credit union is to be a credit union chartered in accordance with the laws of this state, the application for

approval of the merger must be accompanied by an application fee in an amount prescribed by regulation of the

Commissioner. The applicant shall also pay such additional expenses incurred in the process of investigation as the

Commissioner deems necessary. All money received by the Commissioner pursuant to this subsection must be placed in

the Investigative Account created by NRS 232.545.

6. The Commissioner shall adopt regulations pursuant to which he or she may order any credit union chartered in

accordance with the provisions of this chapter to merge with:

(a) Another credit union chartered in accordance with the provisions of this chapter; or

(b) A credit union chartered in accordance with the laws of another state or of the United States, if a majority of the

board of that credit union approves the merger, when he or she determines that the merger is in the best interest of

the members of the merging credit union.

7. This section is to be liberally construed to permit a credit union chartered in accordance with this chapter to merge

with a credit union chartered in accordance with this chapter or any other provisions of law.

New Hampshire § 383-E:10-1001. Procedural Requirements.

If a state credit union proposed to combine with another state credit union, federal credit union, or foreign credit union,

the credit unions shall apply to the commissioner for approval of the proposed combination as required under RSA 383-

A:6-602 and may complete the combination if permitted by the commissioner, subject to other federal or state

approvals.

§ 383-E:10-1002. Required Vote.

The combination of credit unions is required to be approved by a state credit union first by a majority of its full board of

directors and then by a majority of its members present and voting at a meeting called for that purpose.

New Jersey § 17:13-110. Merger of credit unions.

a. Any credit union may, with the approval of the commissioner, merge with another credit union under the existing

charter of the continuing credit union, pursuant to any plan agreed upon by the majority of the board of each credit

union joining in the merger, approved by the affirmative vote of a majority of the members of the merging credit union

present at a meeting of its members duly called for that purpose, and consented to by any government agency or

other organization insuring the accounts of the credit union.

b. The commissioner may approve a merger according to the plan agreed upon by the majority of the board of each

credit union even if approved by less than a majority of the entire membership, if he finds upon the written and verified

application filed by the board that:

(1) Notice of the meeting called to consider the merger was mailed to each member entitled to vote upon the

question;

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(2) The notice disclosed the purpose of the meeting and properly informed the membership that approval of the

merger might be sought pursuant to this section; and

(3) A majority of the votes cast upon the question were in favor of the merger.

c. After agreement by the board and approval by the members of the merging credit union, the chairman and secretary

of the credit union shall execute a Certificate of Merger, which shall set forth all of the following:

(1) The time and place of the meeting of the board at which the plan was agreed upon;

(2) The vote in favor of the adoption of the plan;

(3) A copy of the resolution or other action by which the plan was agreed upon;

(4) The time and place of the meeting of the members at which the plan agreed upon was approved; and

(5) The vote by which the plan was approved by the members.

d. The certificate and a copy of the plan of merger agreed upon shall not become effective until approved by the

commissioner. If the commissioner has not notified the credit union of his action within sixty days of receipt, the merger

shall be deemed to be approved. Upon the commissioner's approval, the Certificate of Merger shall be filed with the

department.

e. Upon filing of the Certificate of Merger with the department, all property, property rights, and members' interest of the

merged credit union shall vest in the surviving credit union, without deed, endorsement, or other instrument of transfer,

and all debts, obligations and liabilities of the merged credit union shall remain in effect;

f. This section shall be construed, whenever possible, to permit a credit union organized under any other act to merge with

one incorporated under this act, or to permit one incorporated under this act to merge with one organized under any

other act.

New Mexico § 58-11-59. Merger of credit unions.

A. A credit union organized under or subject to the Credit Union Act [58-11-1 NMSA 1978] may, with the approval of the

director and regardless of common bond, merge with one or more other credit unions subject to that act , the laws of

another state or territory of the United States or the laws of the United States.

B. When two or more credit unions merge, they shall either designate one credit union as the continuing credit union or

they shall structure a totally new credit union and designate it as the new credit union. If the latter procedure is

followed, the new credit union shall be organized under Section 58-11-10 NMSA 1978. All participating credit unions

other than the continuing credit union shall be designated as merging credit unions.

C. Any merger of credit unions shall be done according to a plan of merger. After approval by the boards of directors of

all participating credit unions, the plan shall be submitted to the director for preliminary approval. If the plan includes

the creation of a new credit union, all documents required by Section 58- 11-10 NMSA 1978 shall be submitted as part of

the plan. In addition, each participating credit union shall submit:

(1) the time and place of the meeting of the board of directors at which the plan was agreed upon;

(2) the vote of the board of directors in favor of the adoption of the plan; and

(3) a copy of the resolution or other action by which the plan was agreed upon.

The director shall grant preliminary approval if the plan has been properly approved by each board of directors and if

the documentation required to form a new credit union , if any, complies with Section 58-11-10 NMSA 1978.

D. After the director grants preliminary approval, each merging credit union shall, unless waived by the director, conduct

a membership vote on its participation in the plan. The vote shall be conducted either at a special membership

meeting called for that purpose or by mail ballot. If a majority of the members voting approve the plan, the credit union

shall submit a record of that fact to the director, indicating the vote by which the members approved the plan and

either the time and place of the membership meeting or the mailing date and closing date of the mail ballot.

E. The director may waive the membership vote described in Subsection D of this section in the case of a given credit

union if he determines that it is in the best interests of the membership or that the credit union is insolvent or in imminent

danger of becoming insolvent.

F. The director shall grant final approval of the plan of merger after determining that the requirements of Subsection D of

this section in the case of each merging credit union have been met. If the plan of merger includes the creation of a

new credit union , the director shall approve the organization of the new credit union under Section 58-11-10 NMSA

1978 as part of the approval of the plan of merger. The director shall notify all participating credit unions of the

approval of the plan.

G. Upon final approval of the plan by the director, all property, property rights and members' interests in each merging

credit union shall vest in the continuing or new credit union, as applicable, without deed, endorsement or other

instrument of transfer, and all debts, obligations and liabilities of each merging credit union shall be deemed to have

been assumed by the continuing or new credit union . The rights and privileges of the members of each participating

credit union shall remain intact; however, if a person is a member of more than one of the participating credit unions,

that person shall be entitled to only a single set of membership rights in the continuing or new credit union .

H. If the continuing or new credit union is chartered by another state or territory of the United States, it shall be subject to

the requirement of Section 58-11-16 NMSA 1978.

I. Notwithstanding any other provision of law, the director may authorize a merger or consolidation of a credit union that is

insolvent or is in danger of insolvency with any other credit union or may authorize a credit union to purchase any of the

assets of or assume any of the liabilities of any other credit union that is insolvent or in danger of insolvency if the

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director is satisfied that:

(1) an emergency requiring expeditious action exists with respect to that other credit union;

(2) other alternatives are not reasonably available; and

(3) the public interest would best be served by approval by that merger, consolidation, purchase or assumption.

J. Notwithstanding any other provision of law, the director may authorize an institution whose deposits or accounts are

insured by an agency of the federal government to purchase any of the assets of or assume any of the liabilities of a

credit union which is insolvent or in danger of insolvency, except that prior to exercising this authority, the director shall

attempt to effect a merger or consolidation with, or purchase and assumption by, another credit union as provided in

Subsection I of this section.

For purposes of the authority contained in this subsection, insured share and deposit accounts of the credit union may,

upon consummation of the purchase and assumption, be converted to insured deposits or other comparable accounts in

the acquiring institution.

New York § 600. Merger; when authorized.

The following mergers are hereby authorized:

(1) One or more corporations organized under the laws of this state and subject to the provisions of article three, article

eight, article eleven or article twelve of this chapter with another corporation subject to the provisions of the same

article.

§ 601. Merger agreement; authorization; approval; filing.

1. A written plan of merger shall be submitted, in duplicate, to the superintendent by the corporations which are to

merge. Such plan shall be in form satisfactory to the superintendent, shall specify each corporation to be merged an

the corporation which is to receive into itself the merging corporation or corporations, and shall prescribe the terms

and conditions of the merger and the mode of carrying it into effect. Such plan may provide the name to be borne by

the receiving corporation and such name may be the name of any corporation which is a party to such plan or a new

name. Such plan may also name the persons who shall constitute the board of directors or trustees of the receiving

corporation after the merger shall have been accomplished, provided that the number and qualifications of such

persons shall be in accordance with the provisions of this chapter relating to the number and qualifications of directors

or trustees of such a corporation; or, in the case of stock corporations, such plan may provide for a meeting of the

stockholders to elect a board of directors within sixty days after such merger, and may make provision for conducting

the affairs of the corporation meanwhile…. At the time of submission for action by the superintendent of the written

plan of merger, an investigation fee as prescribed pursuant to section eighteen-a of this chapter shall be paid to the

superintendent.

3. In the case of mutual savings banks, mutual savings and loan associations or credit unions, there shall be submitted, in

duplicate, to the superintendent with the plan of merger, a certificate of the president, secretary or cashier of each of

the corporations which are to merge, certifying that such plan has been submitted to a special meeting of the board

of trustees or directors or his corporation, that a notice of at least fifteen days, specifying the time, place and object of

the meeting, together with a copy of the plan has been mailed to each trustee or directors and that such plan has

been approved at such meeting by a vote of two-thirds of all the member of such board of trustees or directors.

North Carolina § 54-109.94. Merger.

Any credit union may, with the approval of the Administrator of Credit Unions, merge with another credit union subject to

the rules and regulations set forth by the Administrator of Credit Unions.

North Dakota § 6-06-36. Merger.

Any credit union chartered under this chapter or under Act of Congress may merge under rules and regulations

established by the state credit union board. A federal credit union proposing to merge into a state-chartered credit union

shall grant the commissioner discretionary authority to conduct an examination. The commissioner shall set fees for such

examination at an hourly rate sufficient to cover all reasonable expenses of the department of financial institutions

associated with the examination.

Fees must be collected by the commissioner, transferred to the state treasurer, and deposited in the financial institutions

regulatory fund. The secretary of state shall charge a fee of fifty dollars for all services in connection with a merger

authorized by the state credit union board, including filing of a certificate of organization or bylaws, and issuing or

canceling charters.

Upon approval by the state credit union board of a merger application under this section, the former main office and

facilities of the credit union merged will become branches of the continuing credit union and the continuing credit union

is not required to file an application for any branches acquired in the merger transaction.

§ 6-06-37. Rules and regulations.

The state credit union board shall prescribe rules and regulations regarding the merger, consolidation, and dissolution of

corporations organized under this chapter and Acts of Congress.

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Ohio § 1733.34 Merger of credit unions.

(A) Any credit union may, with the approval of the superintendent of credit unions, merge with any other credit union

under the existing charter of the other credit union, pursuant to any plan approved by the board of directors of

each credit union joining in the merger, and approved by a majority of the members of each credit union

represented at a meeting of members in person, by ballot, or by proxy, duly called for such purpose, at which a

quorum of the entire membership is present, unless such meeting of members of either credit union has been waived

by the superintendent. The superintendent may waive the members' vote if it is in the interest of the members, credit

union, or for any other reason the superintendent deems proper. After such approval of the board and members of

each credit union, the president or chairperson of the board and secretary of each credit union shall execute a

certificate of merger, which shall set forth all of the following:

(1) The time and place of the meeting of the board of directors at which the plan was agreed upon;

(2) The vote in favor of adoption of the plan;

(3) A copy of the resolution or other action by which the plan was agreed upon;

(4) The time and place of the meeting of the members at which the plan agreed upon was approved;

(5) The vote by which the plan was approved by the members.

(B) Such certificates and a copy of the plan of merger agreed upon shall be forwarded to the superintendent and, upon

approval, returned to the merging credit unions.

(C) Upon any such merger so effected, all property, property rights, and interests of the merged credit unions shall vest in

the surviving credit union without deed, endorsement, or other instrument of transfer, and all debts, obligations, and

liabilities of the merged credit unions shall be deemed to have been assumed by the surviving credit union under

whose charter the merger was effected.

(D) This section shall be construed, whenever possible, to permit a credit union chartered under any other act to merge

with one chartered under this act.

(E) All persons and associations eligible for membership, as provided in section 1733.05 of the Revised Code, of both credit

unions effecting a merger shall be deemed to have a common bond of association.

Oklahoma O.S. §, 2022.

Any credit union may, with the approval of the State Credit Union Board, merge with another credit union under the

existing charter of the other credit union, pursuant to any plan agreed upon by the majority of the board of directors of

each credit union joining in the merger, and approved by the affirmative vote of a majority of the members of the

merging credit union present at a meeting of the members duly called for such purpose. After agreement by the

directors and approval by the members of the merging credit union, the president and secretary of each credit union

shall execute a certificate of merger, which shall set forth all of the following:

(a) The time and place of the meeting of the board of directors at which the plan was agreed upon;

(b) The vote in favor of adoption of the plan; and

(c) A copy of the resolution or other action by which the plan was agreed upon. The certificate executed by the officers

of the merging credit union shall also set forth:

(d) The time and place of the meeting of the members at which the plan agreed upon was approved;

(e) The vote by which the plan was approved by the members; and

(f) The effective date of the merger.

Such certificates and a copy of the plan of merger agreed upon shall be forwarded to the Bank Commissioner who shall,

upon approval of the State Credit Union Board, certify and return them to the merging credit union and the surviving

credit union within sixty (60) days. The merging credit union shall cause a copy of the certificate of merger, duly certified

to by the Bank Commissioner, to be filed in the office of the Secretary of State forthwith. Unless otherwise provided in the

certificate of merger, the merger shall be deemed effected upon such filing of the certificate and the merging credit

union shall cease to exist.

Upon any such merger so effected, all property, property rights, field of membership and interest of the merged credit

union shall vest in the surviving credit union without deed, endorsement or other instrument of transfer, and all debts,

obligations and liabilities of the merged credit union shall be deemed to have been assumed by the surviving credit union

under whose charter the merger was effected.

This section shall be construed, whenever possible, to permit a credit union chartered under any other act to merge with

one chartered under this act, or to permit one chartered under this act to merge with one chartered under any other act.

Oregon

§ 723.682 Merger; opposition to merger.

(1) A credit union chartered in this state may, with the approval of the Director of the Department of Consumer and

Business Services, merge with another credit union under the existing charter of the other credit union pursuant to a

plan that the majority of each board of directors of each credit union joining in the merger agrees to and that is

approved by the affirmative vote of a majority of the members of the merging credit union that vote on the merger.

(2) After the directors agree to a plan and the members of the merging credit union approve the plan, the president and

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secretary of the credit union shall execute a certificate of merger, which shall set forth all of the following:

(a) The time and place of the meeting of the board of directors at which the board agreed to the plan.

(b) The vote in favor of adopting the plan.

(c) A copy of the resolution or other action by which the board agreed to the plan.

(d) The time and place of the meeting of the members at which the members approved the plan.

(e) The vote by which the members approved the plan.

(3) The certificate and a copy of the plan of merger must be forwarded to the director, certified by the director and

returned to the continuing credit union within 30 days.

(4) After the director returns the certificate, all property, property rights and members’ interest of the merged credit union

shall vest in the continuing credit union without deed, indorsement or other instrument of transfer, and the continuing

credit union under whose charter the merger was effected assumes all debts, obligations and liabilities of the merged

credit union. The rights and privileges of the members of the merged credit union remain intact.

(5) This section permits a credit union chartered under the laws of another state or of the United States to merge with a

credit union chartered under the laws of this state, and a credit union chartered under the laws of this state to merge

with a credit union chartered under the laws of another state or of the United States, to the same extent that the laws

of this state permit two or more credit unions chartered under the laws of this state to merge.

(6)(a) After the board of directors of a credit union that is chartered in this state has approved a plan to merge with

another credit union, if a member of the credit union opposes the plan to merge and wishes to inform other

members of the credit union of the member’s opposition, the member may submit a proposed statement of

opposition to the credit union and may ask the credit union to disseminate the statement of opposition to the other

members.

(b) If the credit union maintains on the Internet and publicizes to the credit union’s members a public forum for

communications concerning the plan to merge or other issues related to the credit union, the credit union, within 14

calendar days after receiving the proposed statement of opposition from the member and subject to paragraph

(e) of this subsection, shall publish the statement of opposition on the public forum.

(c) If the credit union does not make a public forum available on the Internet and if the credit union received the

member’s proposed statement of opposition at least 28 days before the date on which the members of the credit

union are to vote on the plan to merge, subject to paragraph (e) of this subsection, the credit union shall:

(A) Notify the member, within seven days after receiving the statement of opposition, of:

(i) Any limit, which may not be less than 500 words, that the credit union may impose on the length of the statement

of opposition; and

(ii) The estimated reasonable cost to reproduce and mail the statement of opposition as a stand alone document or

the estimated cost to include the statement of opposition in any informational or persuasive material concerning

the plan to merge that the credit union disseminates to credit union members. The credit union’s estimate of the

cost of including the statement of opposition in the credit union’s material may not exceed two cents multiplied

by the number of the credit union’s members. Reproduce and mail the statement of opposition to the credit

union’s members or include the statement of opposition in the credit union’s informational or persuasive materials

concerning the plan to merge, within 10 days after receiving payment of the cost estimated in subparagraph

(A)(ii) of this paragraph, if the member agrees to the limit the credit union imposes on the length of the statement

of opposition and pays the cost at least 14 days before the date on which the members of the credit union are

to vote on the plan to merge.

(d) For purposes of paragraph (c) of this subsection, informational and persuasive material concerning the plan to

merge does not include a notice of the meeting at which the credit union’s members are to consider the plan to

merge, a summary of the merger plan or other items that state or federal law requires the credit union to send to

credit union members.

(e)(A) The credit union shall notify the credit union member within seven days after receiving the proposed statement

of opposition if the credit union declines to disseminate the statement of opposition because the statement of

opposition:

(i) Is false or misleading with respect to a material fact at the time and in light of the circumstances in which

the statement is made;

(ii) Omits a material fact that is necessary for the statement of fact not to be false or misleading;

(iii) Relates to a personal claim or grievance or solicits personal gain by or business advantage for any party;

(iv) Is not sufficiently related to the credit union’s business or affairs;

(v) Impugns, directly or indirectly, a person’s character, integrity or personal reputation or without an expressed

factual basis charges a person with illegal, improper or immoral conduct; or

(vi) Impugns the stability or soundness of the credit union.

(B) The credit union may decline to disseminate the proposed statement of opposition if the credit union member

does not agree to the limits the credit union imposes on the length of the statement of opposition or fails within

the time limits set in paragraph (c) of this subsection to pay the cost of mailing the statement or including the

statement with the credit union’s informational or persuasive material concerning the plan to merge.

(C) The credit union may not decline to disseminate the statement of opposition for reasons other than the reasons

identified in subparagraph (A) or (B) of this paragraph.

(f)(A) A credit union member may appeal to the director the credit union’s decision under paragraph (e)(A) of this

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subsection not to disseminate the credit union member’s statement of opposition. An appeal under this

paragraph is not a contested case, as defined in ORS 183.310, and a party to the appeal is not entitled to

notice and an opportunity for a hearing under ORS 183.413 to 183.470. As part of the appeal, the credit union

member shall provide the director with:

(i) The proposed statement of opposition;

(ii) A statement of reasons for disagreeing with the credit union’s decision under paragraph (e)(A) of this

subsection not to disseminate the statement of opposition; and

(iii) The credit union member’s name, address and telephone number or other contact information.

(B) Before issuing an order under this paragraph, the director shall request from the credit union a statement of

reasons for declining to disseminate the proposed statement of opposition. The director shall consider the credit

union member’s proposed statement of opposition and statement of reasons and the credit union’s statement

of reasons and shall arrive at an independent determination as to whether the credit union correctly declined

to disseminate the credit union member’s proposed statement for the reasons identified in paragraph (e)(A) of

this subsection.

(C) The director by order shall uphold the credit union’s decision under paragraph (e)(A) of this subsection or shall

require the credit union to disseminate the credit union member’s proposed statement of opposition in

accordance with the provisions of this subsection. The director’s order is subject to appeal only as provided in

ORS 183.484.

Pennsylvania

§ 1103. Merger and consolidation authorized.

(a) General rule.--A credit union subject to this title may merge or consolidate with other credit unions, with Federal credit

unions, with out-of-State credit unions or with a combination of other credit unions, Federal credit unions and out-of-

State credit unions to form a credit union, Federal credit union or out- of-State credit union.

(b) Approvals and conditions.--Before merging or consolidating, the credit unions involved must obtain prior approval from

the department. In the case of a merger or consolidation with a Federal credit union, the merger or consolidation shall

be made pursuant to Federal law in addition to the provisions of this title. In the case of a merger or consolidation with

an out-of-State credit union, the merger or consolidation shall be made pursuant to the credit union law of the state of

incorporation of the out-of- State credit union or, if credit unions incorporated in different states are involved, pursuant

to the credit union laws of the various states of incorporation of the out-of-State credit unions in addition to the

provisions of this title.

§ 1104. Adoption of plan.

(a) General rule.--The board of directors of each of the credit unions, Federal credit unions or out-of- State credit unions

which desire to merge or consolidate shall, by resolution adopted by at least a majority of all the members of each

board, approve a plan of merger or consolidation setting forth the terms and conditions of the merger or

consolidation and the mode of carrying the same into effect, the manner and basis of converting the shares of each

credit union, Federal credit union or out-of-State credit union into shares or other securities or obligations of the

surviving or new credit union, Federal credit union or out-of-State credit union, and such other details and provisions

as are deemed necessary. Except where the approval of the members is not required, the board of directors shall

direct that the plan be submitted to a vote of the members of such credit union, Federal credit union or out- of-State

credit union entitled to vote thereon at an annual or special meeting of the members to be held on not less than 15

days prior written notice thereof given to each member of record, which notice shall state the place, day, hour and

purpose of the meeting and shall have included therein or enclosed therewith a copy or summary of the plan of

merger or consolidation.

(b) Domestic approval.--The plan of merger or consolidation to form a surviving or new credit union, Federal credit union

or out-of-State credit union shall be adopted upon receiving, if the credit union is not the surviving institution, the

affirmative vote of at least a majority of the members voting thereon or upon receiving, if the credit union is the

surviving institution, the affirmative vote of at least a majority of the board of directors voting thereon.

(c) Federal or out-of-State approval.--The plan of merger or consolidation shall be authorized, adopted or approved by

each of the merging or consolidating Federal credit unions and out-of- State credit unions in accordance with

applicable Federal or State law.

§ 1105. Articles of merger or consolidation.

(a) General rule.--Upon the adoption, pursuant to the provisions of this chapter, of the plan of merger or consolidation by

the credit unions, Federal credit unions and out-of-State credit unions desiring to merge or consolidate, articles of

merger or consolidation shall be executed by each credit union, Federal credit union and out-of-State credit union

by a duly authorized officer of each credit union, Federal credit union and out-of-State credit union and shall set

forth:

(1) The name and exact location of the principal place of business of the surviving or new credit union, Federal credit

union or out-of-State credit union.

(2) The time and place of the meeting of the board of directors at which the plan of merger or consolidation was

proposed and, except where approval of the members is not required, the time and place of the meeting of the

members of each credit union, Federal credit union and out-of-State credit union at which the plan of merger or

consolidation was authorized, adopted or approved, the kind and period of notice given to the members and

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the total vote by which the plan was authorized, adopted or approved.

(3) In the case of a merger into a surviving credit union, any changes desired to be made in the articles of the

surviving credit union, or, in the case of a consolidation into a new credit union, all of the statements required by

this title to be set forth in the original articles in the case of the formation of a credit union.

(4) The number, names and addresses of the persons to be the first directors of the surviving or new credit union,

Federal credit union or out-of-State credit union.

(5) The plan of merger or consolidation.

(b) Department review.--The articles of merger or consolidation shall be filed with the department which, immediately

upon receipt thereof, shall conduct such investigation as may be deemed necessary to ascertain from the best

sources at its command:

(1) Whether, if the articles are articles of consolidation, the name of the proposed new credit union, Federal credit

union or out-of-State credit union conforms with the requirements of law for the name of a credit union and

whether it is the same as one already adopted or reserved by another corporation or person or is so similar

thereto that it is likely to mislead the public.

(2) Whether, if the merger or consolidation includes one or more Federal credit unions, all requirements of the laws of

the United States pertaining thereto have been complied with.

(3) Whether the interests of members and creditors are adequately protected.

(4) Whether the credit unions, including the surviving or new credit union, have met all of the requirements of this

title and have violated none of its prohibitions applicable to a credit union incorporated under this title.

(5) Whether, if the merger or consolidation includes an out-of-State credit union, there is compliance with the

applicable requirements of the law of the state of incorporation of the out-of-State credit union.

Within 60 days after receipt of the articles of merger or consolidation, the department shall, upon the basis of the

facts disclosed by its investigation, either approve or disapprove such articles.

(c) Approval action.--If the department approves the articles, it shall register its approval thereon and shall forthwith

forward them to the Department of State for filing, and, immediately upon receipt thereof, the Department of State

shall file the articles.

(d) Effect of merger or consolidation.--The merger or consolidation shall become effective immediately upon such filing,

and the surviving or new credit union, Federal credit union or out-of-State credit union shall be vested with all the

assets and shall have all the rights, privileges, immunities and franchises and shall be responsible for all the obligations

of the merging or consolidating credit unions, Federal credit unions and out-of-State credit unions; but otherwise, if

such surviving or new credit union shall be a Federal credit union or an out-of-State credit union, upon such filing by

the Department of State, the surviving or new Federal credit union or out-of- State credit union shall no longer be

subject to the provisions of this title other than, in the case of an out-of-State credit union, Chapter 15 (relating to out-

of-State credit unions).

(e) Disapproval action.--If the department shall disapprove the articles, it shall return them to the credit union, Federal

credit union or out-of-State credit union from which they were received, stating the reasons for such disapproval.

(f) Cross reference.--See 15 Pa.C.S. § 134 (relating to docketing statement).

Rhode Island § 19-5-24 Merger. –

(a) Any credit union may, with approval of the director, or the director's designee, merge with another credit union under

the agreement to form of the surviving credit union, pursuant to any plan agreed upon by a two thirds (2/3) vote of

those members of the board of directors of each credit union joining in the merger present at a meeting called for

that purpose. Additionally, the merger must be approved by the affirmative vote of members representing two thirds

(2/3) of the members present of the credit union to be merged, who are eligible to vote pursuant to the bylaws of the

credit union, either at a meeting of the members duly called for that purpose or in writing, and if the merger has a

significant impact on the surviving credit union, as determined by the director, or the director's designee, the merger

must also be approved by the affirmative vote of members representing two thirds (2/3) of the members present of

the surviving credit union, who are eligible to vote pursuant to the bylaws of the credit union, either at a meeting of

the members duly called for that purpose or in writing. The credit union being merged shall be required to mail notice

of the meeting to its members. Notice of the members' meeting shall be mailed to all members of the surviving credit

union in the discretion of the director, or the director's designee. The director, or the director's designee, may waive

any or all of the foregoing requirements with respect to notice or to votes of members of the merged credit union or

the surviving credit union in order to avert insolvency or imminent failure.

(b) Upon approval by the director, or the director's designee, and after the votes by the boards of directors and

approval of the members of the credit union to be merged, the president and clerk or secretary of each credit union

shall execute, in triplicate, a certificate of merger that shall set forth all of the following:

(1) The time and place of the meeting of the board of directors at which the plan was agreed upon;

(2) The vote in favor of adoption of the plan;

(3) A copy of the resolution or other action by which the plan was agreed upon;

(4) The time and place of the meeting of the members at which the plan agreed upon was approved, if applicable;

(5) The vote by which the plan was approved by the members, if applicable; and

(6) The date the merger was approved by the director or the director's designee.

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(c) The certificates, in triplicate, and a copy of the plan of merger agreed upon shall be forwarded to the director, or the

director's designee, and a copy of the certificate, certified by the director, shall be returned to the merging credit

unions within thirty (30) days. Upon any such merger so effected, all property, property rights, and interest of the

merged credit union shall vest in the surviving credit union without deed, endorsement, or other instrument of transfer,

and all debts, obligations, and liabilities of the merged credit union shall be deemed to have been assumed by the

surviving credit union under whose agreement to form the merger was effected.

South Carolina SECTION 34-26-1210. Merger.

A credit union organized under this chapter may, with the approval of the Board of Financial Institutions regardless of

common bond, merge with one or more credit unions organized under this chapter, the laws of another state or territory

of the United States, or the laws of the United States with approval of each credit union's regulator.

Tennessee § 45-4-903. Mergers.

(a) Any credit union may, with the approval of the commissioner of financial institutions, merge with any other credit

union under the existing charter of the other credit union, pursuant to any plan approved by the board of directors of

each credit union joining in the merger, and approved by two thirds (2/3) of the members of each credit union

represented at a meeting of members duly called for that purpose, at which a minimum of ten percent (10%) of the

entire membership is present, unless the meeting of members of either credit union has been waived by the

commissioner. After approval of the board and members of each credit union, the president or chair of the board

and secretary of each credit union shall execute a certificate of merger, which shall set forth all of the following:

(1) The time and place of the meeting of the board of directors at which the plan was agreed upon;

(2) The vote in favor of adoption of the plan;

(3) A copy of the resolution or other action by which the plan was agreed upon;

(4) The time and place of the meeting of the members at which the plan agreed upon was approved; and

(5) The vote by which the plan was approved by the members.

(b) The certificates and a copy of the plan of merger agreed upon shall be forwarded to the commissioner and, upon

approval, returned to the merging credit unions. The certificate of merger, with the certificate of approval of the

commissioner annexed it, shall be recorded in the office of the secretary of state and in the register's office of the

county in which each credit union has its principal place of business.

(c) Upon a merger so effected, all property, property rights, and interests of the merged credit unions shall vest in the

surviving credit union without deed, endorsement, or other instrument of transfer, and all debts, obligations, and

liabilities of the merged credit unions shall be deemed to have been assumed by the surviving credit union under

whose charter the merger was effected.

(d) This section shall be construed, whenever possible, to permit a credit union chartered under any other act to merge

with one chartered under this chapter.

(e) All members of both credit unions effecting a merger shall be deemed to have a common bond of association,

occupation or residence as required by § 45-4-101, for formation of credit unions generally.

(f) A merger fee of three hundred dollars ($300) shall be paid to the commissioner to cover the salary and expenses of

department personnel assigned to supervise the merger. The fee shall be paid by the surviving credit union if it is

chartered under the laws of Tennessee. Otherwise the fee shall be paid by the merging credit union.

Texas Sec. 122.151. AUTHORITY TO MERGE OR CONSOLIDATE.

(a) A credit union may merge or consolidate with another credit union, under the other credit union's existing articles of

incorporation or otherwise, if:

(1) the merger or consolidation is in accordance with commission rules and approved by the

commissioner; and

(2) the merger or consolidation takes place under a plan that has been:

(A) agreed to by a majority of the board of each credit union joining in the merger or consolidation; and

(B) approved by a majority of the members of each credit union voting at a meeting of its members called for that

purpose.

(b) The commissioner may waive the requirement that the members of each credit union approve the plan.

Sec. 122.152. APPLICATION TO MERGE OR CONSOLIDATE.

(a) After agreement by the directors and approval by the members, if applicable, of each credit union or federal credit

union, the chairman and secretary of each credit union or federal credit union shall execute a certificate of merger

or consolidation that:

(1) includes a copy of the resolution or other action by which the board agreed to the merger or consolidation plan;

and

(2) states:

(A) the time and place of the board meeting at which the board agreed to the merger or consolidation plan;

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(B) the board's vote for and against adoption of the plan;

(C) the time and place of the meeting at which the members approved the plan, if applicable;

(D) the membership's vote for and against approval of the plan, if applicable; and

(E) the name of the surviving credit union.

(b) The merging credit union or a consolidating credit union shall submit the certificates and a copy of the merger or

consolidation plan to the commissioner.

Sec. 122.153. DECISION BY COMMISSIONER; APPEAL.

(a) Subject to Subsection (b), on approving the merger or consolidation, the commissioner shall return the certificates and

plan to the merging or consolidating credit unions.

(b) The commissioner may conditionally approve a merger or consolidation. If approval is conditional, the commissioner:

(1) shall state the condition in the order approving the merger or consolidation; and

(2) may not deliver the approved certificate until the condition has been met.

(c) Notwithstanding any other law, the commissioner may authorize a credit union that is insolvent or is in danger of

insolvency to merge or consolidate with another credit union or may authorize a credit union to purchase any of the

assets of, or assume any of the liabilities of, another credit union that is insolvent or in danger of insolvency if the

commissioner is satisfied that:

(1) an emergency requiring expeditious action exists with respect to the credit union that is insolvent or in danger of

insolvency;

(2) another option is not reasonably available; and

(3) the public interest would best be served by approval of the merger, consolidation, purchase, or assumption.

(d) If the commissioner disapproves the merger or consolidation or imposes a condition, the merging or consolidating

credit unions may appeal the commissioner's decision to the commission in the manner provided by Section 122.007

for an appeal on an application to incorporate a credit union.

Sec. 122.1531. CONSIDERATIONS IN DETERMINATION.

In determining whether to approve or disapprove the merger or consolidation, the commissioner shall consider the

availability and adequacy of financial services in the local community and the effect that the merger or consolidation

would have on the local community. The commission by rule shall establish other appropriate criteria that the

commissioner must consider in making the determination.

Sec. 122.154. PROPERTY, OBLIGATIONS, AND LIABILITIES OF MERGED OR CONSOLIDATED CREDIT UNION.

After a merger or consolidation is effected:

(1) the property of the merged or consolidated credit union vests in the surviving credit union without an instrument of

transfer or endorsement; and

(2) the obligations and liabilities of the merged or consolidated credit union are assumed by the surviving credit union.

Sec. 122.155. CONSTRUCTION OF SUBCHAPTER.

This subchapter shall be construed, when possible, to permit a credit union authorized to do business in this state under

other law to merge or consolidate with a credit union authorized to do business under this subtitle.

Sec. 122.156. RULES TO ADDRESS CERTAIN PROCEDURES.

The rules adopted under this subchapter must specify in detail the procedures that:

(1) a credit union must follow to obtain commissioner approval of a merger or consolidation; and

(2) the commissioner must follow in approving or disapproving the merger or consolidation.

Utah

§ 7-9-39. Voluntary merger.

(1) A credit union may merge with another credit union under the existing charter of the other credit union when all of the

following have occurred:

(a) the majority of the directors of each merging credit union votes in favor of the merger plan;

(b) the commissioner approves the merger plan;

(c) subject to Subsection (7):

(i) the majority of the members of each merging credit union present at a meeting called for the purpose of

considering the merger plan votes to approve the merger plan; or

(ii) the majority of the members of each merging credit union votes to approve the merger plan by means of United

States Postal Service mail; and

(d) (i) the National Credit Union Administration or its successor federal deposit insurance agency approves the merger

plan and commits to insure deposits of the surviving credit union; or

(ii) the commissioner approves the surviving credit union to operate without federal deposit insurance in

accordance with Section 7-9-45.

(2) Upon merger, the chair of the board and secretary of each credit union shall execute, and file with the department, a

certificate of merger setting forth:

(a) the time and place of the meeting of the board of directors at which the plan was approved;

(b) the vote by which the directors approved the plan;

(c) a copy of the resolution or other action by which the plan was approved;

(d) the time and place of the meeting of the members at which the plan was approved;

(e) the vote by which the members approved the plan; and

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(f) the effective date of the merger, which shall be:

(i) the date on which the last approval or vote required under Subsection (1) was obtained; or

(ii) a later date specified in the merger plan.

(3) On the effective date of a merger:

(a) the property, property rights, and interests of the merged credit union shall vest in the surviving credit union without

deed, endorsement, or other instrument of transfer; and

(b) all debts, obligations, and liabilities of the merged credit union are considered to have been assumed by the

surviving credit union.

(4) Except as provided in Subsection (5)(b), if the surviving credit union is chartered under this chapter, the residents of a

county in the field of membership of the merging credit union may not be added to the field of membership of the

surviving credit union, except that the surviving credit union:

(a) may admit as a member any member of the merging credit union that is not in the field of membership of the

surviving credit union if the member of the merging credit union was a member of that credit union at the time of

merger; and

(b) may service any member-business loan of the merging credit union until the member-business loan is paid in full.

(5) (a) This section shall be interpreted, whenever possible, to permit a credit union chartered under this chapter to merge

with a credit union chartered under any other law if the preservation of membership interest is concerned.

(b) The commissioner may under Subsection (1)(b) approve a merger plan that includes the addition of the residents

of a county in the field of membership of the merging credit union to the field of membership of the surviving

credit union if the commissioner finds that:

(i) the expansion of the field of membership of the surviving credit union is necessary for that credit union's safety

and soundness; and

(ii) the expanded field of membership of the surviving credit union meets the criteria stated in Subsection 7-9-

52(3)(c).

(6) If the commissioner approves a merger plan under Subsection (5)(b) under which the surviving credit union's field of

membership after the merger will include residents of more than one county, Subsections (6)(a) through (e) apply to

the surviving credit union.

(a) The domicile-county of the surviving credit union is:

(i) if the credit union does not have a field of membership under Subsection7-9-53(2)(c), the county in which the

credit union has located the greatest number of branches as of the date the merger is effective; or

(ii) if the credit union has a field of membership under Subsection7-9-53(2)(c), the county that is the domicile-

county of the surviving credit union under Section 7-9-53;

(b) Within the surviving credit union's domicile-county, the surviving credit union may establish, relocate, or otherwise

change the physical location of the credit union's:

(i) main office; or

(ii) branch.

(c) Within a county other than the domicile-county that is in the field of membership of the surviving credit union

after the merger, the surviving credit union may not:

(i) establish a main office or branch if the main office or branch was not located in the county as of the date

that the merger is effective;

(ii) participate in a service center in which it does not participate as of the date that the merger is effective; or

(iii) relocate the surviving credit union's main office or a branch located in the county as of the date that the

merger is effective unless the commissioner finds that the main office or branch is being relocated within a

three-mile radius of the original location of the main office or branch.

(d) After the merger, the surviving credit union may admit as a member:

(i) a person in the surviving credit union's field of membership after the date that the merger is effective; or

(ii) a person belonging to an association that:

(A) is added to the field of membership of the credit union; and

(B) resides in the domicile-county of the surviving credit union, as defined in Section7-9-53.

(e) In addition to any requirement under this Subsection (6), a surviving credit union shall comply with any

requirement under this title for the establishment, relocation, or change in the physical location of a main office

or branch of a credit union.

Vermont § 34101. Mergers.

(a) General. Any two or more credit unions may merge into one Vermont credit union in accordance with the procedures

and subject to the conditions and limitations set forth in this chapter.

(b) Adoption of plan. The governing body of each participating credit union shall adopt, by a majority vote or higher if

required by its organizational documents, a plan of merger on such terms as mutually agreed upon. The plan shall

include:

(1) The names of the participating credit unions and their locations;

(2) With respect to the continuing credit union: the name and location of its principal office, offices, and facilities;

the name, address, and occupation of each director who is to serve until the next annual meeting of the

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members; and the name and address of each officer;

(3) The amount of capital, the number of outstanding shares, and provisions governing the manner and basis of

converting deposits, accounts, or shares of such credit union into deposits, accounts, or shares of the continuing

credit union;

(4) The amendments required to be made to the continuing credit union's organizational documents;

(5) The resulting field of membership of the continuing credit union;

(6) A statement that the agreement is subject to approval of the Commissioner and of the members of each

participating credit union;

(7) Provisions, if applicable, governing the manner in which the continuing credit union will return accounts and

shares, with interest to date, to dissenting members of the participating credit unions;

(8) A business plan for the continuing credit union;

(9) The anticipated effective date of such merger; and

(10) Such other provisions and details as may be necessary to perfect the merger or as may be required by

the Commissioner.

(c) Commissioner's approval. Following approval by a majority vote of the governing body of each participating credit

union, unless a higher percentage is required by either credit union's organizational documents, the plan of merger or

assumption, together with certified copies of the authorizing resolutions adopted by the governing body of each

participating credit union, shall be forwarded to the commissioner for approval pursuant to subchapter 8 of chapter

220 of this title; provided, however, the approval of the Commissioner shall not be required for any transaction in

which the continuing credit union will be a federal credit union. If the Commissioner disapproves the plan, the

Commissioner shall state the reasons for the disapproval in writing and furnish them to the participating credit unions.

The credit unions shall be given an opportunity to amend the plan to eliminate the reasons for disapproval.

(d) Vote of members. The plan of merger, as approved by the Commissioner, shall be submitted to the members of each

participating credit union for their approval at such credit union's annual meeting or at a special meeting called for

that purpose in the following manner. Unless a greater percentage is required by the organizational documents of

either credit union, the plan of merger or assumption must be approved by a majority vote of the members present

at a meeting called for this purpose. The vote constitutes the adoption of the organizational documents of the

continuing credit union, including amendments, contained in the merger agreement.

(e) Executed plan; certificate; effective date. The following provisions apply to the executed plan, certificate, and

effective date.

(1) Upon approval by the members of each participating credit union, an executive officer and the secretary of

each credit union shall submit the executed plan of merger to the Commissioner, together with the certified

record of the vote of the members approving it, each certified by these officers.

(2) Upon receipt of the items in subdivision (1) of this subsection and evidence that the participating credit unions

have complied with all applicable federal laws, state laws, and regulations, the Commissioner shall issue to the

continuing credit union a certificate specifying the name of each participating credit union and the name of the

continuing credit union. The continuing credit union shall file a copy of the certificate with the Secretary of State

for recording. This certificate is conclusive evidence of the merger and of the correctness of all proceedings

relating to the merger in all courts and places. The certificate may be filed in the appropriate land records offices

to evidence the new name in which property of each participating credit union is to be held.

(3) Unless a later date is specified in the certificate, the merger is effective upon filing of the certificate as provided in

subdivision (2) of this subsection, and the authority of all but the surviving credit union shall terminate

automatically upon filing. The Commissioner may file or order any credit union to file conforming documents with

the Secretary of State.

(4) Any plan of merger may contain a provision that, notwithstanding approval of the members or the Commissioner,

the plan may be abandoned at any time prior to the effective date of the merger by the governing body of any

participating credit union, either at the absolute discretion of the governing body or upon the occurrence of any

stated condition.

(f) Federal credit union as participant. If one of the parties to a merger with a Vermont credit union is a federal credit

union, the participants shall comply with all requirements imposed by federal law for such merger in addition to the

requirements contained in this title and shall provide evidence of such compliance to the Commissioner.

(g) Sections 34103 and 34104 of this title apply to mergers and acquisitions made pursuant to this chapter.

(h) Authority for expedited mergers. Notwithstanding any other provision of law or any organizational document of any

participating credit union, following approval of the plan of merger by a majority vote of the governing body of each

participating credit union and receipt by the Commissioner of certified copies of the authorizing resolutions adopted

by the governing body of each participating credit union, the Commissioner may waive any requirement of

subsection (b) of this section, may waive the requirements of subsection (d), and may order that the merger become

effective immediately if the Commissioner believes that the action is necessary for the protection of the members or

the public.

§ 34102. Merger of Vermont credit union with federal credit union.

(a) Nothing contained in the law of this State restricts the right of a credit union organized under this title to merge into a

continuing federal credit union. The corporate action to be taken by the Vermont credit union and its rights and

liabilities and those of its members are the same as those prescribed in section 34101 of this title, except that approval

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of the Commissioner is not required.

(b) Upon the effective date of the merger, the authority of the participating Vermont credit union shall terminate

automatically. The continuing federal credit union shall notify the Secretary of State of the termination.

§ 34103. Effect of merger or conversion.

(a) Applicability. From and after the effective date of a merger or conversion, under chapter 224 or 225 of this title, the

continuing credit union may conduct business in accordance with the terms of the plan as approved and in

accordance with this chapter.

(b) Continuing entity. Whenever the authority of any participating or converting credit union has been terminated, the

continuing credit union shall be deemed to be a continuation of the entity of the participating or converting credit

union such that all property of the participating or converting credit union, including rights, titles, and interests in and

to all property of whatsoever kind, whether real, personal, or mixed, and things in action, and every right, privilege,

interest, and asset of any conceivable value or benefit then existing, or pertaining to it, or which would inure to it,

including appointments, designations, and nominations, and all rights and interests in any fiduciary capacity, shall

immediately by act of law and without any conveyance or transfer and without further act or deed be vested in and

continue to be that property of the continuing credit union; and such continuing credit union shall have, hold, and

enjoy the same in its own right as fully and to the same extent as the same was possessed, held, and enjoyed by the

participating or converting credit union, and such continuing credit union as of the time of the taking effect of such

merger or conversion shall continue to have and succeed to all the rights, obligations, and relations of the

participating or converting credit union. Furthermore, unless the plan provides otherwise or the Commissioner orders

otherwise, the resulting field of membership of the continuing credit union shall be the combined field of membership

of both participating credit unions, and the continuing credit union may continue to operate the offices of the other

participating credit union.

(c)Effect on judicial proceedings. All pending actions and other judicial proceedings to which the participating or

converting credit union is a party shall not be deemed to have been abated or to have been discontinued by reason

of such merger or conversion, but may be prosecuted to final judgment, order, or decree in the same manner as if

such merger or conversion had not been taken; and such credit union resulting from such merger or conversion may

continue such action in its new name, and any judgment, order, or decree may be rendered for or against it which

might have been rendered for or against the participating or converting credit union theretofore involved in such

judicial proceedings.

(d) Creditor's rights. The continuing credit union in a merger or conversion shall be liable for all obligations of the

participating or converting credit union which existed prior to such merger or conversion, and the merger or

conversion taken shall not prejudice the right of a creditor of the participating or converting credit union to have his or

her debts paid out of the assets thereof, nor shall such creditor be deprived of or prejudiced in any action against the

officers, directors, corporators, or members of a participating or converting credit union for any neglect or misconduct.

(e) Powers and attributes of continuing organization. Whenever credit unions merge, the surviving organization, except as

provided in this chapter, shall have, possess, and own, but separately and distinguishably as provided by this chapter,

all property, rights, powers, franchises, privileges, and appointments whether existing, contingent or future, corporeal

or incorporeal, tangible or intangible of every nature whatsoever of each of the merging organizations. If any of the

merging organizations are acting or have been acting or have been nominated, appointed, delegated, or

designated by any court, person, or otherwise to act in a fiduciary capacity, the continuing organization shall have,

possess, and be vested with and succeed to all of the property, rights, powers, privileges, duties, and obligations

appertaining to each such fiduciary capacity without further or additional appointment, obligation, or designation.

The continuing credit union shall be a continuation of the entity of each and all of the organizations so merged; each

such entity, however, remaining separable and distinguishable to the extent provided in this chapter. It may exercise

the franchise of each of the organizations separably and distinguishably as well as the composite franchises of all.

Except as provided in this chapter, it shall hold, exercise, and perform all rights, powers, privileges, duties, and

obligations appertaining to any and all representative or fiduciary relationships of each of the merged credit unions,

and shall be liable for all of the debts, contracts, and obligations of each of the merged credit unions. Any such debt,

undertaking, or obligations of any merged credit union may be enforced against it as fully and effectively as it could

have been against the merged credit union.

(f) Disposal of property and assets. The continuing credit union shall have the right to use, control, sell, or dispose of all real

and personal estate, rights, or interests of the merged credit unions and convey the same by deed, assignment,

endorsement, contract, or other conveyance, either in its own name or in the name of any merged credit unions as

hereinafter provided, or in the names of both, as fully and effectively as the merged credit unions could have done;

and may maintain suit in its own name or in the name of any such credit union, as provided in this subchapter, or in

the names of both, to foreclose or recover any title, right, demand, or claim appertaining to the merged credit unions.

To this end and except as provided in the contract of merger, the existence of each of the merged credit unions shall

be deemed and treated as having continued each separably and distinguishably for all purposes necessary or

convenient to liquidate the assets of any merged credit unions. Any receipt, assignment, endorsement, transfer,

option, compromise, acquittance, release, or contract to sell, convey, or exchange may be executed in its name or in

the name of the continuing credit unions, or both. Any other thing may be done in either or both of these names

which may be necessary or proper for the reduction to cash of any assets of a foreclosure, of any rights or titles, or the

doing of any other acts or things appropriate to the winding up of the affairs of the merging organization as a

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separate entity. Those contracts and agreements shall be executed, and those acts shall be done under the control

of the directors of the continuing organization.

§ 34104. Nonconforming activities; cessation.

(a) Applicability. If, as a result of a merger or conversion pursuant to this title, the continuing credit union is to be of a

different type or of a different character than any one or all of the participating or converting institutions, such

continuing credit union shall be subject to the conditions and limitations as set forth in this chapter.

(b) Plan for termination. The plan of merger or conversion shall set forth the method and schedule for terminating those

activities not permitted by the laws of this state for the continuing credit union, but which were authorized for any of the

participating or converting institutions.

(c)Effective date. The plan of merger or conversion shall state that from the effective date of such action, the continuing

credit union shall not engage in any nonconforming activities, except to the extent necessary to fulfill obligations

existing prior to merger or conversion, pursuant to subsection (d) of this section.

(d) Compliance with limitations. If, as a result of such merger or conversion, the continuing credit union exceeds any

lending, investment, or other limitations imposed by this title, it shall conform to such limitations within such period of

time as shall be established by the Commissioner.

(e) Divestiture. The Commissioner may, as a condition to such merger or conversion, require a nonconforming activity to

be divested in accordance with such additional requirements as he or she may deem appropriate under the

circumstances.

Virginia § 6.2-1344. Voluntary merger.

A. A credit union organized under this chapter may merge, with the approval of the Commission, with one or more other

credit unions, state or federal. In any case in which the surviving credit union will be a Virginia state-chartered credit

union, a merger application, accompanied by an application fee of $300, shall be filed with the Commission. The

Commission shall approve the application if the Commission finds that:

1. The field of membership of the credit union which is proposed to result from the merger satisfies the requirements of

subsection B of § 6.2-1327, unless the merger application is exempt from this condition pursuant to subsection B;

2. The plan of merger will promote the best interests of the members of the credit unions; and

3. The members of the merging credit unions have approved the plan of merger in accordance with applicable laws

and regulations. Notwithstanding subsection D of § 13.1-895, the members of a Virginia state-chartered credit union

may authorize a plan of merger by vote of at least a majority of all votes cast thereon at an annual or special

meeting at which a quorum is present. Notwithstanding the terms of § 13.1-895, in a merger where a Virginia credit

union will be the resulting credit union, the adoption of the plan of merger by the board of directors of that credit

union shall be sufficient approval of the plan, and approval of the plan of merger by the members of that credit

union shall not be required. Notice of the meeting may be given in a manner prescribed in the articles of

incorporation or bylaws, notwithstanding the terms of § 13.1-842 relating to the manner of notice. A federal credit

union merging with a state credit union may give notice to its members as prescribed by federal regulation.

B. The condition set forth in subdivision A 1 shall not apply to a merger of two Virginia state-chartered credit unions, and

notwithstanding subsection B of § 6.2-1327 the field of membership of the surviving credit union may be composed of

a combination of the fields of membership of the merging credit unions, if (i) at least one of the merging credit unions

has fewer than 35,000 active members on the date the application for merger is filed with the Commission and (ii)

neither of the merging credit unions has been a party to a merger pursuant to this subsection within the 24 months

preceding the date the application for merger is filed with the Commission.

C. If the Commission finds that the requirements of subsection A have been met and all required fees have been paid, it

shall approve the merger and issue a certificate of merger, which shall be admitted to record in its office and in the

office for the recording of deeds in the city or county in which the registered office of each credit union is located. No

such further recordation shall be required in the City of Richmond or the Counties of Chesterfield or Henrico.

D. Upon the issuance of the certificate of merger the provisions of § 13.1-897, mutatis mutandis, shall become effective.

E. For the purposes of this section, a member entitled to vote may vote in person or, unless the articles of incorporation or

bylaws otherwise provide, by proxy. A member may appoint a proxy to vote or otherwise act for him by signing an

appointment form. An appointment of a proxy becomes effective when received by the secretary or other officer or

agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly

provided in the appointment form or the appointment is revoked by the member.

Washington 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 of the director and in accordance with

requirements the director may 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

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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 may be 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.

West Virginia §31C-10-2. Merger of credit unions.

(a) A credit union organized under this chapter may, with the approval of the commissioner and regardless of common

bond, merge with one or more other credit unions organized under this chapter, the laws of another state or territory

of the United States or the laws of the United States.

(b) When two or more credit unions merge, they shall either designate one of them as the continuing credit union, or they

shall structure a totally new credit union and designate it as the new credit union. If the latter procedure is followed,

the new credit union shall be organized under article two of this chapter. All participating credit unions other than the

continuing or new credit union shall be designated as merging credit unions.

(c) Any merger of credit unions shall be done according to a plan of merger. After approval by the boards of directors

of all participating credit unions, the plan shall be submitted to the commissioner for review and hearing to grant

preliminary approval. If the plan includes the creation of a new credit union, all documents required by section one,

article two of this chapter shall be submitted as part of the plan. In addition to any other documents or information

required by the commissioner, each participating credit union shall submit the following:

(1) The time and place of the meeting of the board of directors at which the plan was agreed upon;

(2) The vote of the directors in favor of the adoption of the plan; and

(3) A copy of the resolution or other action by which the plan was agreed upon.

(d) The commissioner shall after review and hearing, grant preliminary approval by written order, if: (i) The plan has been

approved properly by each board of directors; (ii) the documentation required to form a new credit union, if any,

complies with section one, article two of this chapter; (iii) the action would not result or tend to create a monopoly, or

substantially lessen competition, or otherwise further a restraint of trade, unless the anticompetitive effects of the

proposed action are clearly outweighed in the public interest by the probable effect of the action in meeting the

convenience and needs of the members to be served; and (iv) taking into consideration the financial and managerial

resources and further prospects of the credit unions concerned, the action would not be contrary to the best interests

of the community whose shares are affected by such action, nor detrimental to the safety and soundness of the credit

union to be acquired.

(e) After the commissioner grants preliminary approval, each merging credit union shall, unless waived by the

commissioner, conduct a membership vote on its participation in the plan. The vote shall be conducted either at a

special membership meeting called for that purpose or by mail ballot. If a majority of the members voting approve the

plan, the credit union shall submit a record of that fact to the commissioner indicating the vote by which the members

approved the plan and either the time and place of the membership meeting or the mailing date and closing date of

the mail ballot.

(f) The commissioner may waive the membership vote described in subsection (e) of this section for any credit union upon

determining that the credit union is insolvent or about to be insolvent.

(g) The commissioner shall grant final approval of the plan of merger after determining that the requirements of subsection

(e) of this section in the case of each merging credit union have been met. If the plan of merger includes the creation

of a new credit union, the commissioner must approve the organization of the new credit union under section two,

article two of this chapter as part of the approval of the plan of consolidation. The commissioner shall notify all

participating credit unions of the approval of the plan.

(h) Upon final approval of the plan by the commissioner and the filing of the proper documents with the office of the

Secretary of State, all property, property rights, and members' interests in each merging credit union shall vest in the

continuing or new credit union as applicable without deed, endorsement, or other instrument of transfer, and all

debts, obligations and liabilities of each merging credit union shall be deemed to have been assumed by the

continuing or new credit union. The rights and privileges of the members of each participating credit union shall

remain intact; however, if a person is a member of more than one of the participating credit unions, that person shall

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be entitled to only a single set of membership rights in the continuing or new credit union.

(i) If the surviving or new credit union created by the transaction is chartered by another state or territory of the United

States, it shall, in addition to the criteria set forth in subsection (c) of this section, be subject to the requirements of

section six, article two of this chapter. No merger resulting in an out- of-state credit union acquiring a West Virginia

credit union shall be permitted unless that other state or territory permits a West Virginia credit union to merge or

acquire credit unions in their state or territory on terms that are, on the whole, substantially no more restrictive than

those established under the terms of this section: Provided, That no such merger shall be approved where the West

Virginia credit union to be acquired has been in operation for less than two years.

(j) Notwithstanding any other provision of law, the commissioner may, without prior hearing, authorize a merger or

consolidation of a credit union which is insolvent or is about to be insolvent with any other credit union or may

authorize a credit union to purchase any of the assets of, or assume any of the liabilities of, any other credit union

which is insolvent or about to be insolvent if the commissioner is satisfied that:

(1) An emergency requiring expeditious action exists with respect to such other credit union;

(2) Other alternatives are not reasonably available; and

(3) The public interest would best be served by approval of such merger, consolidation, purchase or assumption.

(k) Notwithstanding any other provision of law, the commissioner may authorize an institution whose deposits or accounts

are insured by the Federal Deposit Insurance Corporation to purchase any of the assets of, or assume any of the

liabilities of, a credit union which is insolvent or about to be insolvent, except that prior to exercising this authority the

commissioner should consider attempting to effect a merger or consolidation with, or purchase and assumption by,

another credit union as provided in subsection (j) of this section; and

(l) For purposes of the authority contained in subsection (k) of this section, insured share and deposit accounts of the

credit union may upon consummation of the purchase and assumption be converted to insured deposits or other

comparable accounts in the acquiring institution, and the commissioner and the insuring organization shall be

absolved of any liability to the credit union's members with respect to those accounts.

Wisconsin § 186.31 Mergers.

(1) Transfer of assets and liabilities. Any credit union, which is in good faith winding up its business for the purpose of

merging with another credit union, may transfer its assets and liabilities to the credit union with which it is in the process

of merging; but no merger may be made without the consent of the office of credit unions, and not then to defeat or

defraud any of its creditors in the collection of debts against such credit union.

(2) Approval. To effect a merger, the board of directors of each credit union shall, by resolution, propose a specific plan

for merger which shall be agreed to by a majority of the board of each credit union joining in the merger. The

proposed merger plan shall be submitted to a vote at an annual or special meeting of members of the merging credit

union. Written notice of the meeting setting forth the proposed plan of merger or a summary shall be given to each

member of the merging credit union within the time and in the manner provided for the giving of notice of meetings

of members of the credit union. The proposed plan shall be adopted upon receiving a majority of the votes entitled to

be cast by members present at the meeting.

(2m) Emergency merger. Notwithstanding sub. (2), if the office of credit unions determines that the merging credit union is

in danger of insolvency, and that the proposed merger would reduce or avoid a threatened loss to federal share

insurance, the office of credit unions may permit the merger to become effective without an affirmative vote of the

membership of the merging credit union.

(3) Rights transferred. The credit union merging with another credit union shall not be required to go into liquidation but its

assets and liabilities shall be reported by the credit union with which it has merged, and all the rights, franchises and

interests of the merging credit union to any property belonging to the credit union shall be considered to be

transferred, and the resulting credit union shall hold and enjoy the same and all rights of property, franchises and

interest in the same manner and to the same extent as was held and enjoyed by the merging credit union. The

members or shareholders of the merging credit union shall without any further act on their part be members and

shareholders of the resulting credit union and be subject to all rights, privileges and duties as provided for in the bylaws

of the resulting credit union.

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Comparative Digest of Credit Union Acts*: Change in Corporate Status

Provisions from State Credit Union Acts

Credit Union Charter Conversion

*There are 47 state credit union acts. Delaware, South Dakota, and Wyoming do not have a state credit union act.

2015 Model Credit Union Act:

Section 9.30. Credit Union Conversion.

(1) A credit union chartered under the laws of this state may be converted to a Federal Credit Union or a

Foreign Credit Union, subject to regulations issued by the Commissioner.

(2) A Federal Credit Union or a Foreign Credit Union may convert to a credit union incorporated under the

laws of this state. To effect such a conversion, a converting federal or Foreign Credit Union must comply

with all of the requirements of its current chartering jurisdiction, and the requirements of the

Commissioner, and must file proof of such compliance with the Commissioner.

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Comparative Digest of Credit Union Acts*: Change in Corporate Status

Provisions from State Credit Union Acts

Credit Union Charter Conversion

*There are 47 state credit union acts. Delaware, South Dakota, and Wyoming do not have a state credit union act.

Alabama § 5-17-22. Merger and conversion procedures.

Any credit union may, with the approval of the Administrator of the Alabama Credit Union Administration, merge with

another credit union, under the existing certificate of organization of the other credit union, pursuant to any plan agreed

upon by the majority of each board of directors of each credit union joining in the merger. In addition to approval by the

administrator and each board of directors, the membership of the merging credit union must also approve the merger

plan in the following manner:

(8) A federal credit union may be converted to a credit union chartered under the laws of Alabama and a state credit

union may be converted to a federal credit union by adhering to the requirements for the conversion of a federal

credit union to a state credit union as specified by the Federal Credit Union Act, presently 12 U.S.C. § 1771(a)(1).

Alaska Sec. 06.45.240. Conversions.

(a) A federal credit union may convert into a credit union organized under this chapter by complying with applicable

federal law and by qualifying under this chapter.

(b) A credit union organized under this chapter may convert into a federal credit union by complying with this chapter

and by qualifying under federal law.

Arizona §6-588. Conversion of credit union.

A. A credit union incorporated under the laws of this state may be converted to a credit union organized under the laws of

the United States, or it may be converted to a credit union organized under the laws of another state if the principal

office has relocated to another state or jurisdiction, in the following manner:

1. On recommendations of the board of directors, the members of a credit union incorporated under the laws of this

state, by an affirmative majority vote of all members voting in a meeting called for that purpose or by written ballot

filed within fifteen days, may resolve to convert the credit union into a federal credit union or a credit union

organized under the laws of another state.

2. Within twenty days after the meeting at which the members determine to so convert, the credit union shall file with

the superintendent a certificate verified by the affidavit of the president or the chairman and the secretary of the

credit union. The certificate shall contain a copy of the minutes of the meeting and a statement that the members

have approved the determination to convert the credit union into a federal credit union or a credit union organized

under the laws of another state.

3. The filing of the certificate required in paragraph 2 of this subsection with the superintendent is presumptive proof or

evidence of the holding of the meeting and the action taken.

4. After the meeting of the members, the credit union shall take such action as is necessary under the federal law or the

state law to which it is converting as a credit union. It shall also liquidate in a manner approved by the superintendent

any assets or liabilities which are not by reason of law capable of being transferred to the converted credit union.

Within ten days after the receipt of the new charter or certificate of incorporation, the credit union shall file with the

superintendent and the corporation commission a copy of the instrument. On this filing, the credit union ceases to be

a credit union incorporated under the laws of this state and is converted to one under its new jurisdiction.

5. At the time the conversion becomes effective, the credit union ceases to be supervised by this state and all of the

property of the credit union, including all of its right, title and interest in and to all property of every kind and

character, immediately by operation of law and without any conveyance or transfer and without any further act or

deed is vested in the converted credit union under its new name and structure and under its new jurisdiction.

6. The converted credit union shall have, hold and enjoy the property prescribed in paragraph 5 of this subsection in its

own right as fully and to the same extent as the property was possessed, held and enjoyed by it as a credit union

under the laws of this state. The converted credit union continues to be responsible for all of the obligations of the

former credit union to the same extent as though the conversion had not taken place. The converted credit union is

merely a continuation of the former credit union under a new name and new jurisdiction and the revision of its

corporate structure as is necessary for its proper operation under the new jurisdiction.

B. A credit union organized under the laws of the United States or of any other state may convert to a credit union

incorporated under the laws of this state in the following manner:

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1. To effect such a conversion a credit union shall first comply with all of the requirements of the jurisdiction under

which it is organized and file proof of the compliance with the superintendent.

2. The converting credit union through its proper officers and officials shall sign and acknowledge in quintuplicate a

certificate of organization as required in sections 6-506 and 6-507 in which they bind themselves to comply with the

requirements of the certificate and with all the laws and rules applicable to a state credit union. The application for

a certificate of organization in quintuplicate, the bylaws in duplicate and the required charter fee and examination

assessment shall be submitted to the superintendent who shall make or cause to be made an appropriate

investigation for the purpose of determining the advisability of such a conversion. On receipt of the superintendent's

certificate of organization in quadruplicate, with the certificate of approval, the applicants shall file the certificate

of approval attached in quadruplicate with the corporation commission and record a certified copy of the filing

under the seal of the commission with the county recorder of the county or counties in which the credit union is to

do business. On proof of the recording, the corporation commission shall issue a certificate of incorporation to the

credit union. The credit union shall forward a certified copy of the certificate of organization showing the filing and

recording to the superintendent. The credit union shall also file with the corporation commission the appointment of

an agent on whom service of process may be made.

3. Within ten days after the receipt of the certified copy of the certificate of incorporation by the credit union, the

credit union shall file two certified copies of the certificate with its present supervisory agency and a copy of the

transmittal letter with the superintendent.

4. On filing the certified copy of the certificate of organization with the superintendent, the converting credit union

ceases to be a credit union under its former jurisdiction and is a credit union under the laws of this state. All of the

property of the credit union, including all of its right, title and interest in and to all property of every kind and

character, immediately, by operation of law and without any conveyance or transfer and without any further act or

deed, is vested in the credit union under its new name and style as a state credit union and under its new

jurisdiction.

5. The converted credit union shall have, hold and enjoy the property prescribed in paragraph 4 of this subsection in its

own right as fully and to the same extent as the property was possessed, held and enjoyed by it as a credit union

under its former jurisdiction and the converted credit union continues to be responsible for all of the obligations of

the former credit union to the same extent as though conversion had not taken place. The converted credit union is

merely a continuation of the former credit union under a new name and new jurisdiction and the revision of its

corporate structure as is considered necessary for its proper operation under the new jurisdiction.

C. A credit union incorporated under the laws of this state may be converted into an association, as defined in section 6-

401, that is incorporated under the laws of this state or of the United States if the credit union complies with both of the

following:

1. The provisions established by the national credit union administration as prescribed by 12 Code of Federal Regulations

part 708a.

2. Any rules that the superintendent adopts to implement this subsection.

Arkansas § 23-35-702. Conversion to or from federal credit union.

The State Credit Union Supervisor shall issue regulations to permit the conversion of a credit union operating under this

chapter to a federal credit union and the conversion of a federal credit union to a credit union operating under this

chapter.

California

§ 15300.

A credit union may convert itself into a federal credit union by following the procedure contained in this article.

§ 15301.

Upon recommendation of the board of directors the members of any credit union may by an affirmative majority vote of

such members resolve to convert such credit union into a federal credit union. For the purposes of this article, an

"affirmative majority vote of such members" means that the vote by the members to convert the credit union into a

federal credit union is approved or ratified by the affirmative vote of a majority of the votes represented and voting at a

duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required

quorum) or written ballot in conformity with Section 7513 of the Corporations Code or by the affirmative vote or written

ballot as may be provided in the bylaws pursuant to subdivision (e) of Section 7151 of the Corporations Code.

§ 15302.

Within 10 days after the meeting or written vote at which the members determine to convert into a federal credit union,

the credit union shall file with the commissioner a certificate verified by the board of directors of such credit union. The

certificate shall contain a copy of the minutes of the meeting or a copy of the written ballot and the results of the written

vote and a statement that the members have approved the determination to convert such credit union into a federal

credit union. A copy of such certificate shall be filed with the Secretary of State.

§ 15303.

A certified copy of the certificate required by Section 15302 filed in the office of the Secretary of State is presumptive

evidence of the holding of the meeting or written vote and the action taken thereat.

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§ 15304.

After the meeting or the written vote of the members, the credit union shall take such action as is necessary to make it a

federal credit union, and within 10 days after receipt of the federal charter, the credit union shall file with the

commissioner and with the Secretary of State, a copy of the charter issued to such credit union by the National Credit

Union Administration or a certificate showing the organization of such credit union as a federal credit union certified by or

on behalf of the National Credit Union Administration. Upon the filing of such instrument with the Secretary of State the

credit union ceases to be a state credit union and is a federal credit union.

§ 15305.

At the time the conversion into a federal credit union becomes effective, the credit union ceases to be supervised by this

state and all of the property of the credit union, including all of its right, title, and interest in and to all property of every

kind and character immediately, by operation of law and without any conveyance, or transfer and without any further

act or deed, is vested in the credit union under its new name and style as a federal credit union and under its new

jurisdiction.

§ 15306.

The converted federal credit union shall have, hold, and enjoy the property mentioned in Section 15305 in its own right as

fully and to the same extent as the property was possessed, held, and enjoyed by it as a state credit union and the

federal credit union shall continue responsible for all of the obligations of the state credit union to the same extent as

though the conversion had not taken place. The federal credit union shall be merely a continuation of the state credit

union under a new name and new jurisdiction and such revision of its corporate structure as is considered necessary for its

proper operation under the new jurisdiction.

§ 15350.

Upon recommendation of its board of directors, any federal credit union may convert into a credit union under the laws

of this state by complying with the requirements of the Federal Credit Union Act (12 U.S.C. Sec. 1771) and on obtaining a

certificate pursuant to Chapter 2 (commencing with Section 14100) of this division.

§ 15351.

The officers and directors of the federal credit union shall be the officers and directors of the credit union after conversion

takes effect, to hold office until their successors are elected and qualified.

§ 15352.

The commissioner may conduct a joint audit of the federal credit union with federal auditors. Upon completion of such

audit, he shall issue a certificate to the National Credit Union Administration showing the results of such audit. The

commissioner may also certify that the transfer of the assets and liabilities from the federal credit union to a credit union

subject to the laws of this state has been effected in compliance with the applicable laws of this state. The costs of the

audit mentioned in this section shall constitute a charge against the credit union.

§ 15353.

Copies of the minutes of the proceedings of the meeting of the members or the written ballot and the record of written

vote of the members in which they voted to convert into a state credit union, verified by the board of directors of the

credit union, shall be filed within 10 days after the meeting or written vote with the commissioner, and, in duplicate, with

the National Credit Union Administration.

§ 15354.

The verified copies of the minutes of the meeting or the record of written vote, when filed as required by Section 15353,

are presumptive evidence of the holding of, and the action taken at, the meeting or the written vote.

§ 15355.

After an affirmative vote as provided in Section 15350, the federal credit union shall take or cause to be taken such action

in the manner prescribed and authorized by this division as shall make it a credit union of this state. The directors shall file

the documents and take such proceedings as are required by this division in the case of the original incorporation of a

credit union.

§ 15356.

The directors of a credit union converted from a federal credit union may insert in the articles of incorporation the

following statement: "This credit union is incorporated by conversion from a federal credit union."

§ 15357.

Within 10 days after the filing of the articles of incorporation with the Secretary of State, there shall be filed, with the

National Credit Union Administration, two copies of the articles of incorporation, certified by the Secretary of State.

§ 15358.

Upon the filing of the articles of incorporation with the Secretary of State and the issuance of a certificate by the

commissioner authorizing the federal credit union to act as a credit union under the laws of this state, the credit union

ceases to be a federal credit union and is a credit union under the laws of this state. All of the property of the credit union

immediately, by operation of law and without any further act, is vested in the credit union under its new name and

existence as a credit union under the laws of this state.

§ 15359.

The converted credit union shall have, hold, and enjoy the property mentioned in Section 15358 in its own right as fully

and to the same extent as the property was possessed, held, and enjoyed by it as a federal credit union and the

converted credit union continues responsible for all of the obligations of the federal credit union to the same extent as

though conversion had not taken place. The converted credit union is merely a continuation of the federal credit union

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under a new name and new jurisdiction and such revision of its corporate structure as is considered necessary for its

proper operation under the new jurisdiction.

Colorado § 11-30-120.5. Conversion -- state to federal credit union -- federal to state credit union.

(1) A credit union organized under the provisions of this article may be converted into a federal credit union by complying

with the requirements of this section.

(2) (a) The proposition for such conversion shall first be approved by a majority of the directors of the credit union. If so

approved, the proposition shall be submitted to a meeting of its members. The notice of such meeting shall be in

writing and may be delivered in person to each member or mailed to each member at the address for such

member appearing on the records of the credit union. Such delivery or mailing shall be not more than thirty days

nor less than seven days prior to the time of the meeting. Approval of the proposition for conversion shall be by the

affirmative vote of not less than two-thirds of the members present and voting at the meeting.

(b) A copy of the minutes of such meeting, verified by the affidavits of the president or vice-president and the

secretary of the meeting, shall be filed with the administrator within ten days after the meeting.

(3) Within ninety days after such meeting, the credit union shall take such action as may be necessary under the federal

credit union act to convert into a federal credit union, and, within ten days after receipt of the federal credit union

charter, there shall be filed with the commissioner a copy of the charter thus issued. Upon such filing the credit union

shall cease to be a state credit union.

(4) Upon ceasing to be a state credit union, such credit union shall no longer be subject to any of the provisions of the

state law under which said credit union was organized; except that the successor federal credit union, being vested

with all of the assets, shall continue to be responsible for all of the obligations of the state credit union to the same

extent as though the conversion had not taken place.

(5) A credit union organized under the laws of the United States may be converted into a credit union organized under

the laws of this state by complying with all requirements to cease being a federal credit union and doing all acts and

obtaining all authorization necessary to organize as a credit union under the provisions of this article.

Connecticut Sec. 36a-468b. Conversion of Connecticut credit union into federal credit union.

(a) A Connecticut credit union that has been in existence and continuously operating for at least five years may convert

into a federal credit union upon the approval of the conversion by the commissioner as provided in this section.

(b) The Connecticut credit union proposing to convert shall file an application with the commissioner. Such application

shall include (1) a plan of conversion adopted by a majority vote of the governing board and a copy of the governing

board’s resolution adopting the plan of conversion, (2) a proposed written notice of the date, time and place of a

regular or special meeting of the members of the converting Connecticut credit union for the vote on the proposed

conversion, including a proposed form of any proxy and mail ballot, (3) proof of compliance with all applicable

federal laws to effect the conversion, and (4) any additional information as the commissioner may require.

(c) The converting Connecticut credit union shall give written notice of the date, time and place of the meeting at which

the plan of conversion is to be considered, which notice shall be hand-delivered or mailed to each member of the

converting Connecticut credit union at such member’s last-known address as shown on the records of such

Connecticut credit union not less than thirty or more than fifty days prior to the date of the meeting.

(d) Each member of the converting Connecticut credit union may cast one vote on the proposed plan of conversion. The

affirmative vote of two-thirds of all the members voting, including those votes cast in person and those ballots properly

completed and received by the credit union prior to the time of the meeting, shall be required for approval of the

proposed conversion. A statement of the results of the vote, verified by the secretary of the meeting, shall be filed with

the commissioner within ten days after the meeting.

(e) The commissioner shall approve a conversion under this section if the commissioner determines that

(1) the converting credit union has complied with the requirements of sections 36a-435a to 36a-472a, inclusive, and (2)

the programs, policies and procedures of the converting credit union relating to anti- money-laundering activity

are adequate, and the converting credit union has a record of compliance with anti-money-laundering laws and

regulations.

(f) Promptly after receipt of the commissioner’s approval and in no event later than ninety days thereafter, the converting

Connecticut credit union shall take such action as may be necessary under the applicable federal law to make it a

federal credit union. Within ten days after the converting Connecticut credit union receives a federal credit union

charter and a certificate of insurance, such credit union shall file with the commissioner a copy of the federal charter

and certificate of insurance.

(g) The converting credit union shall, within ninety days after the receipt of a charter as a federal credit union: (1) File with

the Secretary of the State a certificate, signed by any two officers under oath, stating that the credit union has

converted to a federal credit union pursuant to this section and the approval of the commissioner; (2) obtain from the

Secretary of the State one or more certified copies of the certificate and the commissioner’s approval; and (3) record

the certified copies in the office of the town clerk of each town in this state where such credit union owns real

property. The converted federal credit union possesses all of the rights, privileges and powers granted to it by its

federal charter, and all of the assets, business and good will of the converting institution are transferred to and vested

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in it without any deed or instrument of conveyance provided the converting credit union may execute any deed or

instrument of conveyance as is convenient to confirm such transfer. The converted credit union is subject to all of the

duties, relations, obligations, trusts and liabilities of the converting credit union, whether as debtor, depository, registrar,

transfer agent, executor, administrator, trustee or otherwise, and is liable to pay and discharge all such debts and

liabilities, to perform all such duties and to administer all such trusts in the same manner and to the same extent as if

the converted credit union had itself incurred the obligation or liability or assumed the duty, relation or trust. All rights

of creditors of the converting credit union and all liens upon the property of such institution are preserved unimpaired

and the converted credit union is entitled to receive, accept, collect, hold and enjoy any and all gifts, bequests,

devises, conveyances, trusts and appointments in favor of or in the name of the converting credit union and whether

made or created to take effect prior to or after the conversion.

Sec. 36a-469b. Conversion of federal or out-of-state credit union into Connecticut credit union.

(a) A federal credit union or an out-of-state credit union may convert into a Connecticut credit union by complying with

all federal requirements or requirements of the chartering state for conversion; (2) filing with the commissioner proof of

such compliance; and (3) filing with the commissioner an application which shall include: (A) A plan of conversion and

a copy of the governing board’s resolution adopting the plan of conversion, (B) a three-year business plan, including

pro forma financial statements, (C) a copy of the proposed certificate of incorporation signed by the proposed

directors and a copy of the proposed bylaws, (D) information addressing the determinations contained in subsection of

this section, and (E) any additional information as the commissioner may require.

(b) When the commissioner has been satisfied that all of the requirements of subsection (a) of this section, and all other

requirements of sections 36a-435a to 36a-472a, inclusive, have been complied with, and the commissioner determines

that (1) the conversion would serve the economic needs of the proposed field of membership and is in accordance

with sound credit union practices, (2) the converting credit union will have the managerial capacity and the financial

resources to serve the proposed membership group, (3) the converting credit union has adequate net worth to meet

all applicable regulatory requirements, and (4) the programs, policies and procedures of the converting credit union

relating to anti-money-laundering activity are adequate, and the converting credit union has a record of compliance

with anti-money-laundering laws and regulations, the commissioner shall (A) issue an approval of the conversion,

which may contain such conditions as the commissioner may require, and (B) issue a certificate of authority to engage

in the business of a Connecticut credit union.

(c) The converting credit union shall promptly file and record the approval, its certificate of incorporation and the

certificate of authority with the Secretary of the State. Upon such filing and recording, the federal credit union or out-

of-state credit union shall become a Connecticut credit union as of the date it ceases to be a federal credit union or

out-of-state credit union. A copy of the converting credit union’s certificate of incorporation and the certificate of

authority, certified by the Secretary of the State, shall be filed with the commissioner within ten days of the filing of

such documents.

(d) The converted Connecticut credit union possesses all of the rights, privileges and powers granted to it by its certificate

of incorporation, and all of the assets, business and good will of the converting credit union are transferred to and

vested in it without any deed or instrument of conveyance provided the converting credit union may execute any

deed or instrument of conveyance as is convenient to confirm such transfer. The converted credit union is subject to

all of the duties, relations, obligations, trusts and liabilities of the converting credit union, whether as debtor, depository,

registrar, transfer agent, executor, administrator, trustee or otherwise, and is liable to pay and discharge all such debts

and liabilities, to perform all such duties and to administer all such trusts in the same manner and to the same extent as

if the converted credit union had itself incurred the obligation or liability or assumed the duty, relation or trust. All rights

of creditors of the converting credit union and all liens upon the property of such credit union are preserved

unimpaired and the converted institution is entitled to receive, accept, collect, hold and enjoy any and all gifts,

bequests, devises, conveyances, trusts and appointments in favor of or in the name of the converting credit union and

whether made or created to take effect prior to or after the conversion.

(e) Within ninety days of conversion, the Connecticut credit union shall record a certificate, signed by any two officers

stating that the conversion is effective, in the office of the town clerk in each town in this state where the Connecticut

credit union owns real property.

Florida

§ 657.066. Conversion from state credit union to federal credit union and conversely.

Any credit union organized under this chapter may convert into a federal credit union and any federal credit union may

convert into a credit union organized pursuant to this chapter upon approval of the authority under the supervision of

which the converted credit union will operate and upon compliance with applicable laws.

(1) Any action by the board of directors proposing conversion shall be by resolution and shall require the affirmative vote

of an absolute majority of the board of directors.

(2) The board of directors shall cause to be transmitted to the authority under the supervision of which the converted credit

union will operate a copy of the resolution adopted by the board of directors and a conversion application.

(3) Upon the written approval of the authority under the supervision of which the converting credit union is to operate,

the converting credit union shall become a credit union under this chapter or under the laws of the United States, as

the case may be, and thereupon all assets shall become the property of the converted credit union, subject to all

existing liabilities against the credit union. All shares and deposits shall remain intact. Any federal credit union

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seeking to convert to a state-chartered credit union shall pay a nonrefundable filing fee of $500. The office may

conduct an examination of any converting federal credit union before approving the conversion and the

converting credit union shall pay a nonrefundable examination fee as provided in s. 655.411(1)(b).

(4) Upon the approval of the authority under the supervision of which the converted credit union will operate, a copy of

the resolution shall be provided to each member, together with a notice setting forth the time, location, and

purpose of a meeting of the membership which shall be held not less than 10 or more than 30 days following the

transmission of the notice.

(5) A ballot allowing an affirmative or negative vote on the proposed conversion shall also be provided to each

member. Any ballot received by the credit union prior to the meeting called to consider the conversion shall be

counted along with the votes cast at the meeting. Each member shall have one vote. A majority of the votes cast

by the members is required to approve the conversion.

(6) Within 10 days after the approval by the membership, the board of directors shall cause to be transmitted to the

authority under the supervision of which the converted credit union will operate a copy of the resolution adopted by

the board of directors and approved by the membership with confirmation of the vote.

(7) Every conversion must be completed within 90 days after the approval of the authority under the supervision of

which the converted credit union will operate. Upon receiving its certificate of authorization or charter from the

authority under the supervision of which the converted credit union will operate, the old certificate of authorization

or charter shall be returned to the proper authority and shall be canceled.

(8) In consummation of the conversion, the old credit union may execute, acknowledge, and deliver to the newly

chartered credit union the instruments of transfer necessary to accomplish the transfer of any property and all right,

title, and interest therein.

Georgia §7-1-668. Conversion of state and federal credit unions.

(a) Any credit union operating in this state may convert into a federal chartered credit union, and any federal credit

union may convert into a credit union organized under this chapter upon approval of the authority under whose

supervision the converted credit union will operate and upon compliance with applicable federal laws as to a

converted federal credit union and upon compliance with applicable state laws as to a converted credit union. In

the case of a federal credit union converting to a state credit union, such converting credit union may keep its

existing members at the time of conversion, but after conversion eligibility for membership in the converted credit

union must comply with state law. If there are other areas of noncompliance with state law, the credit union must

provide the department with a plan to bring those areas into compliance with Georgia law within a reasonable

period, to be determined by the department.

(b) The procedure for obtaining such approval and effecting the conversions in the case of a credit union shall be as

follows:

(1) A meeting of the board of directors, either regular or special, shall be called for the purpose of voting on

converting from a federal credit union to a credit union or from a credit union to a federal credit union. A majority

of the board of directors shall adopt a resolution approving the contemplated conversion;

(2) A meeting, either regular or special, of the shareholders shall then be called for voting on the proposed

conversion. Notice of said meeting shall be given in the manner prescribed in Code Section 7- 1-6 and shall

include a statement indicating that the proposed conversion will be considered at the meeting. Proof of giving of

the notice shall be by the affidavit of the president of the credit union. A majority of the members present at this

meeting shall then approve the proposed conversion;

(3) Within ten days after such approval of the conversion, the president or vice-president and treasurer shall file a

verified copy of the resolution adopted by the board of directors with the state or federal authority under whose

supervision the converting credit union is to operate.

(c)Upon the written approval of the department for conversions to credit unions and with the written approval of the

National Credit Union Administration for conversions to federal credit unions, the converting credit union shall then

become a credit union under the laws of this state or the United States, as the case may be; and thereupon all assets

shall become the property of the new credit union or federal credit union, as the case may be, subject to all existing

liabilities, and every person who was a member of the converting credit union shall be a member in the new credit

union or federal credit union.

(d) (1) Conversions by state chartered credit unions to financial institutions other than credit unions or financial institutions

other than credit unions to state chartered credit unions shall be effected by approval of the department and

compliance with any other applicable law. The department may prescribe other requirements in order to protect

the rights of members or the funds invested.

Hawaii §412:3-606 Conversion from State to comparable federal financial institution.

(a) A Hawaii financial institution may convert to a comparable federal financial institution if the conversion is approved at

a meeting of its shareholders or members duly called and noticed and upon a vote which satisfies the requirements of

section 412:3-604.

(b) Within ten days after the meeting of its shareholders or members approving the conversion, the financial institution shall

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file with the commissioner:

(1) A notice of intention to convert; and

(2) A certificate signed by two executive officers of the financial institution verifying the validity of the meeting,

that the required vote was obtained, and that the attached copy of the resolution to convert adopted at the

meeting is true and correct.

(c) Within a reasonably prompt time and without any unnecessary delay after the meeting approving the conversion,

the financial institution shall take the action necessary to complete the conversion and to obtain a federal

license, charter, certificate, or other approval to become a federal financial institution.

(d) The date of issuance of the federal license, charter, certificate, or other approval, or the effective date of

conversion stated in the license, charter, certificate or other approval, shall be the effective date of the conversion.

(e) Upon the effective date of the conversion as determined under federal law, the institution's state charter or license

shall terminate without further notice, and the institution shall cease to be regulated by the commissioner. Within

ten days after receipt of the federal charter, license, certificate, or other approval, the resulting financial institution

shall deliver a copy thereof to the commissioner. The resulting financial institution shall also file with the director of

commerce and consumer affairs a confirmation in writing by the commissioner of the date and time of the

conversion, together with the appropriate filing fee pursuant to chapter 414.

§412:3-607 Conversion from federal to comparable Hawaii financial institution.

(a) A federal financial institution whose operations are principally conducted in this State may convert to a comparable

Hawaii financial institution if the institution, and its holding company or holding companies, if any, shall have complied

with all requirements, conditions, and limitations imposed by federal law with respect to the conversion, subject to any

rights of dissenting shareholders or members and to obtaining a charter under this chapter.

(b) The federal financial institution shall file an application with the commissioner pursuant to section 412:3-603 for a charter

to engage in business as a comparable Hawaii financial institution pursuant to this chapter. The application shall be

accompanied by:

(1) A certificate signed by two executive officers of the financial institution, verifying that it has complied with all

federal laws and regulations relating to the conversion;

(2) The information required from applicants for approval to organize a Hawaii financial institution of the same type;

and

(3) Any other information that the commissioner may require.

The commissioner may require notice to be given to the public as may be deemed appropriate. The commissioner

may conduct an examination of the institution as provided under article 2, part II. The cost of any examination shall be

assessed against and paid by the institution pursuant to section 412:2- 105.

(c) The charter shall be granted only if the commissioner is satisfied that the granting of the charter will not impair the

safety or soundness of the financial institution or any other financial institution, and that the applicant meets all the

requirements set forth in this chapter for the type of financial institution for which the application has been filed. The

requirements shall include, but not be limited to, the appropriate location of offices, capital structure, business

experience, the character of its executive officers and directors, and compliance with all applicable provisions of

chapter 414. The director of commerce and consumer affairs shall not file the articles of incorporation until the

application for a charter to engage in business as a Hawaii financial institution shall have been approved by the

commissioner in writing. The commissioner may impose any restrictions and conditions on the operation of the resulting

financial institution as the commissioner deems appropriate and consistent with federal law.

(d) The conversion shall be effective upon the filing of articles of incorporation by the director of commerce and

consumer affairs after all provisions of this section and applicable federal law have been complied with in full.

Idaho §26-2139. Conversion.

A state chartered credit union may be converted into a federal credit union by complying with the following

requirements:

(a) The proposition for such conversion shall first be approved and a date set for a vote thereof by the members, either at

a meeting to be held on such date or by a written ballot to be filed on or before such date, by a majority of the board

of directors of the state chartered credit union. Written notice of the proposition and of the date set for the vote shall

be delivered in person to each member, or mailed to each member at the address for such member appearing on

the records of the credit union not more than twenty (20) nor less than five (5) days prior to such date. Approval of the

proposition for conversion shall require the majority of those votes cast in person or in writing.

(b) A statement of results of the vote verified by the affidavits of the president or vice president and the secretary shall be

filed with the director within ten (10) days after the vote is taken.

(c) Promptly after the vote is taken and in no event later than ninety (90) days thereafter if the proposition for conversion is

approved by such vote, the credit union shall take such action as may be necessary under the federal law to make it

a federal credit union, and within ten (10) days after the receipt of the federal charter, notice shall be filed with the

director that the charter has been issued.

(d) Upon ceasing to be a state chartered credit union, such credit union shall no longer be subject to any of the provisions

of this chapter.

A federally chartered credit union organized under the Federal Credit Union Act may be converted to a state chartered

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credit union by the following procedure: complying with all state requirements requisite to enabling it to meet proof of

solvency and organization as required by this chapter. When the director has been satisfied that all requirements of

this chapter have been complied with, he shall approve the organizational certificate as a state chartered credit

union as required by this chapter.

Illinois

(205 ILCS 305/64) (from Ch. 17, par. 4465)

Sec. 64. Conversion of charter.

A credit union chartered under the laws of this State may be converted to a credit union chartered under the laws of any

other state or under the laws of the United States. A credit union chartered under the laws of the United States or of any

other state may convert to a credit union chartered under the laws of this State. To effect such a conversion, a credit

union must comply with all the requirements of the jurisdiction under which it is currently chartered and such rules and

regulations as may be promulgated by the Secretary and file proof of such compliance with the Department.

Indiana IC 28-7-1-29 Conversion from federal to state charter; conversion from state to federal charter; procedures and

requirements.

Any credit union organized or reorganized under the laws of Indiana or the United States may convert from a state

charter to a federal charter or from a federal charter to a state charter as follows:

(1) A federally chartered credit union may apply for a state charter by observing the following procedures:

(A) The board of directors shall pass a resolution that the federal charter be canceled when and if a state charter is

applied for and issued to the credit union by the department of financial institutions.

(B) Written notice of the resolution shall be sent to each member at least thirty (30) days prior to the meeting in which

the resolution is to be submitted to the members.

(C) An affirmative majority vote of the members present at the meeting shall be required to effect the conversion from

federal to state charter, provided a quorum is present at the meeting.

(D) Certified copies of the minutes of the proceedings of the meeting of the members shall be filed with both the

National Credit Union Administration and the department.

(E) Not later than seventy-five (75) days after receiving the certified copies of the minutes, an examination of the

financial condition of the credit union shall be made by the department. The cost of the examination shall be paid

by the credit union.

(F) Within thirty (30) days after the completion of the examination, the department shall report to the credit union the

results of its examination and supply the National Credit Union Administration with a copy of the examination

report.

(G) If it receives a satisfactory report of the examination, the credit union must within thirty (30) days file its amended

articles of incorporation and amended bylaws pursuant to this chapter with the secretary of state, and copies of

the amended articles and amended bylaws must be directed to the department and the National Credit Union

Administration.

(H) Officers, directors, and committee members shall retain their respective offices for the unexpired terms existing prior

to the conversion, subject to the provisions of this chapter.

(I) The newly chartered credit union shall have all of the rights and privileges in and to all of the assets of the prior

existing credit union and shall assume and be responsible for all of the obligations imposed while operating under

the federal charter.

(2) A state chartered credit union may be converted into a federally chartered credit union by complying with the

following requirements:

(A) The board must adopt and approve by a majority of the directors a resolution of conversion. The proposition for

such conversion shall first be approved by a majority of the directors of the state credit union.

(B) The board must notify the membership either in person or by mail of the membership meeting at which the

resolution of conversion will be acted upon. The notice must be mailed not more than thirty (30) and not less than

seven (7) days before the meeting.

(C) The resolution must be approved by a majority of those voting, either in person or by absentee ballot, at the

membership meeting called by the board.

(D) The results of the vote, verified by the affidavits of the chairperson or vice chairperson and the secretary, shall be

filed with the department within ten (10) days after the vote is taken.

(E) If the proposition for conversion is approved, the credit union shall within ninety (90) days take the action necessary

to make it a federal credit union. Within ten (10) days after receipt of the federal charter, the credit union shall file

with the department a copy of the charter. Upon such filing, and after the credit union has notified the office of the

secretary of state that the conversion is concluded, the credit union shall cease to be a state credit union.

Iowa § 533.403 Conversion of state credit union into federal credit union.

1. A state credit union may convert into a federal credit union with the approval of the administrator of the national credit

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union administration and by the affirmative vote of a majority of the credit union’s members who vote on the proposal,

according to the provisions of section 533.203.

2. The board of directors of the state credit union shall notify the superintendent of any proposed conversion and of any

abandonment or disapproval of the conversion by the members or by the administrator of the national credit union

administration. The board of directors of the state credit union shall file with the superintendent appropriate evidence of

approval of the conversion by the administrator of the national credit union administration and shall notify the

superintendent of the date on which the conversion is to be effective.

3. Upon receipt of satisfactory proof that the state credit union has complied with all applicable laws of this state and of

the United States, the superintendent shall issue a certificate of conversion which shall be filed and recorded in the

county in which the state credit union has its principal place of business and in the county in which its original articles of

incorporation were filed and recorded.

Kansas

§ 17-2222: Conversion from state to federal credit union.

A credit union organized under K.S.A. 17-2201 to 17-2221, both sections inclusive, and acts amendatory thereof and

supplemental thereto, may be converted into a federal credit union by complying with the following requirements:

(a) The proposition for such conversion shall first be approved by a majority of the directors of the credit union. The

proposition then shall be submitted to a vote of its members, the notice of which shall be in writing and shall be

delivered in person to each member, or shall be mailed to each member at the address for such member appearing

on the records of the credit union, not more than 30 nor less than seven days prior to the time of the vote. Approval of

the proposition for conversion shall be by the affirmative vote of a majority of the members voting on the proposition.

(b) A copy of a statement of the results of the vote, verified by the affidavits of the executive officer of the board and the

secretary of the board, shall be filed with the administrator within 10 days after the vote.

(c) Promptly after the vote is taken and in no event later than 90 days after such vote, the credit union shall take such

action as may be necessary under the federal credit union act to make it a federal credit union, and within 10 days

after receipt of the federal credit union charter there shall be filed with the administrator a copy of the charter thus

issued. Upon such filing the credit union shall cease to be a state credit union.

(d) Upon ceasing to be a state credit union, such credit union shall no longer be subject to any of the provisions of the

state law under which the credit union was organized. The successor federal credit union shall be vested with all of the

assets and shall continue responsible for all of the obligations of the state credit union to the same extent as though

the conversion had not taken place.

Kentucky § 286.6-715. Conversion of credit union.

(1) A credit union incorporated under the laws of this state may be converted to a credit union organized under the laws

of any other state or under the laws of the United States, subject to regulations issued by the commissioner.

(2) A credit union organized under the laws of the United States or of any other state may convert to a credit union

incorporated under the laws of this state. To effect such a conversion, a credit union must comply with all the

requirements of the jurisdiction under which it was originally organized and the requirements of the commissioner and

file proof of such compliance with said commissioner.

Louisiana §667. Conversion from federal to state and from state to federal credit union; division of assets.

A.(1) A federal credit union may be converted into a state credit union under this Chapter by (a) complying with all the

federal requirements requisite to enabling it to convert to a credit union under this Chapter or to cease being a

federal credit union, (b) filing with the commissioner proof of such compliance, satisfactory to the commissioner,

and (c) filing with the commissioner an act of incorporation as provided for in R.S. 6:641.

(2) When the commissioner has been satisfied that all of the requirements, and all other requirements of this Chapter,

have been complied with, the commissioner shall approve the act of incorporation. Upon such approval the

federal credit union shall become a credit union under this Chapter as of the date it ceases to be a federal credit

union. The credit union under this Chapter shall be vested with all of the assets and shall continue responsible for all

of the obligations of the federal credit union to the same extent as though the conversion had not taken place.

B. A credit union organized under this Chapter may be converted into a federal credit union by complying with the

following requirements:

(1) The proposition for such conversion shall first be approved, and a date set for a vote thereon by the members

(either at a meeting to be held on such date or by written ballot to be filed on or before such date), by a majority of

the directors of the credit union. Written notice of the proposition and of the date set for the vote shall then be

delivered in person to each member, or mailed to each member at the address for such member appearing on the

records of the credit union, not more than thirty nor less than seven days prior to such date. Approval of the

proposition for conversion shall be by the affirmative vote of a majority of the members, in person or in writing.

(2) A statement of the results of the vote, verified by the affidavits of the president or vice-president, and the secretary,

shall be filed with the commissioner within ten days after the vote is taken.

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(3) Promptly after the vote is taken and in no event later than ninety days thereafter, if the proposition for conversion

was approved by such vote, the credit union shall take such action as may be necessary under the applicable

federal law to make it a federal credit union, and within ten days after receipt of the federal credit union charter

there shall be filed with the commissioner a copy of the charter thus issued. Upon such filing the credit union shall

cease to be a credit union organized under this Chapter.

(4) Upon ceasing to be a credit union organized under this Chapter, such credit union shall no longer be subject to any

of the provisions of this Chapter. The successor federal credit union shall be vested with all of the assets and shall

continue responsible for all the obligations of the credit union organized under this Chapter to the same extent as

though the conversion had not taken place.

C.(1) This subsection prescribes the procedure that will enable members of a credit union organized under this chapter

who are a separately identifiable group to undertake an equitable division of their assets, liabilities and capital and

charter a new credit union.

(2) A credit union may undertake an equitable division of its assets, liabilities and capital when:

(a) A group of persons within the field of membership of the credit union constitutes a separately identifiable group

which is eligible for a credit union charter;

(b) A sufficient number of those in the separately identifiable group have authorized transfer of their share and loan

accounts to justify the division; and

(c) The other requirements of the law are met.

(3) Upon the board of directors approval of a proposition for the credit union to divide its assets, liabilities and capital

between itself and a credit union to be organized to serve persons in a separately identifiable group with the existing

credit union's field of membership, the board shall:

(a) Appoint a committee of at least three members of the said group to assist in the preparation and execution of a

plan for division and to subscribe to articles of incorporation for the proposed new credit union; and

(b) Promptly notify the commissioner of financial institutions of these actions.

(4) The board of directors shall prepare a plan for division which shall provide that:

(a) The members within the separately identifiable group shall have the option to be exercised in writing by a

specified date, of (i) authorizing the transfer of their accounts to the new credit union upon approval of its

charter by the commissioner of financial institutions, or (ii) maintaining their accounts in the existing credit union,

provided, however, the bylaws of the existing credit union would permit such retention.

(b) The remaining assets, liabilities and capital will be equitably divided; and

(c) The records will be closed and the division effected by a specified date, subsequent to but no later than six

months after the date set for members to exercise their options as specified in this subparagraph.

(5) The board of directors shall give written notice of the options set forth in Paragraph (4) to each person who would

be eligible for membership in the proposed new credit union. The written notice shall contain a summary of the plan

and a form for confirmation of account balances and authorization for transfer of accounts. If authorization is given

to transfer an account, it shall be valid for six months from the date fixed for the exercise of the option.

(6) If a number of members, sufficient to make the division reasonable and feasible, have authorized the transfer of their

accounts by the date fixed for exercising the option to transfer, the board of directors shall submit the following

information to the commissioner of financial institutions:

(a) A copy of the plan for division of assets, liabilities and capital;

(b) A current financial and statistical report;

(c) A certification of acceptance of option to transfer shares and loans; summarizing the result of the notice of

option to transfer; and

(d) A schedule of the share and loan balances of all members who authorized the transfer of their accounts.

(7) An examiner will make the necessary investigation. If requirements are met and the plan appears acceptable, the

examiner will assist in holding the charter-organization meeting and completing the required forms.

(8) If the commissioner of financial institutions finds that the plan for division complies with this and other parts of this

chapter, he will approve the plan and authorize the board of directors of the existing credit union to present the

proposal to the members for approval at an annual or special meeting as provided in Paragraph (9).

(9)(a) If the commissioner of financial institutions approves the plan for division, it may be submitted to the members at

an annual meeting, if one is to be held at a time which will assure consummation of the plan within six months after

the expiration of the option to transfer, or at a special meeting to be called as provided in the bylaws and held

within the six month period.

(b) The notice of the meeting shall:

(i) be given to each member of the credit union;

(ii) state that one of the purposes of the meeting is to vote on the proposed plan;

(iii) advise the members of the reasons for the proposal, the fact that the commissioner of financial institutions has

given his approval, the number of eligible members who have authorized the transfer of their accounts, and

the membership vote required for approval; and

(iv) be accompanied by a copy of the plan for division of assets, liabilities and capital.

(c) A majority of the members present and voting at the meeting must approve the plan in order for the board of

directors to proceed with the division.

(d) The board of directors will promptly certify the results of the membership vote to the commissioner of financial

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institutions.

(10)(a) If the plan was approved by the members of the existing credit union as provided in Paragraph (9), the

commissioner of financial institutions will issue the charter to the new credit union.

(b) The division will be completed as of the date specified in the plan. Upon completion of the division, the new

credit union will be vested with all assets received and will be responsible for all liabilities and capital assumed.

(c) The boards of directors for both credit unions will promptly certify the completion of the division to the

commissioner of financial institutions. Financial and statistical reports for both credit unions, before and after the

division, will accompany the certification.

Maine §873. Conversion: federal to State charter; out of state to State charter.

1. Eligibility. A credit union organized pursuant to provisions of federal law or organized under the laws of another state

may become subject to this Part and receive a charter as a state-chartered credit union by making application in

writing to the superintendent for such conversion. The superintendent may approve or disapprove such conversion in

accordance with the criteria set forth in section 253 as long as, as a condition precedent to such approval, the credit

union shows compliance with all applicable federal laws and regulations and laws and regulations of the state under

which it is organized relating to such conversion.

2. Issuance of charter. Upon receiving approval from the superintendent, the credit union must be issued a charter under

this Part, which fact must be certified by the superintendent to the Secretary of State; and, from and after the issuance

of such charter, the credit union must be subject to the provisions of this Part and all rules issued under this Part.

3. Applicability of other sections. A credit union converting to a state charter pursuant to this section is subject to the

provisions contained in sections 357 and 358 governing resulting institutions.

§874. Conversion: State to federal charter.

A credit union organized under the general or special laws of this State may convert to a federally chartered credit union.

The credit union must notify and provide the superintendent with a copy of the application filed with the National Credit

Union Administration within 3 days of filing with the National Credit Union Administration. Approval of the members of the

credit union for the conversion must be obtained in the manner set forth in section 342, subsection 6. Upon obtaining the

approval, the credit union shall provide to the superintendent all necessary approvals and charters required by the

National Credit Union Administration and all federal laws and regulations applicable to the conversion. The

superintendent shall notify the Secretary of State that the conversion has been effected. A copy of the approval or

charter must accompany the notification.

§875. Conversion: change in type of state charter.

A credit union subject to the laws of this State may convert its charter to do business as a credit union into a charter to do

business as a financial institution organized under chapter 32 if any plan of conversion authorized by this section is

adopted and approved in accordance with the requirements of section 343.

Maryland

§ 6-801. Conversion of State credit union into federal credit union.

(a) General rule. -- Any State credit union may convert into a federal credit union as provided by federal law and as

provided in this section.

(b) Director's action. -- A majority of the board of a credit union proposing to convert shall:

(1) Adopt a resolution that declares that the conversion is advisable;

(2) Set a date for a vote on the proposed conversion by the members of the credit union at an annual or special

meeting of the members or by mail ballot to be filed on or before that date;

(3) Comply with federal law regarding conversion; and

(4) File the required conversion application with the Commissioner.

(c) Voting methods. -- The Commissioner, at the request of the board, may:

(1) Waive the vote of the members; and

(2) Substitute any reasonable method of determining the approval by the members.

(d) Notice to members. -- Unless the Commissioner takes action under subsection (c) of this section, written notice of the

proposed conversion and of the date set for the vote shall be delivered in person to each member or mailed to each

member at the member's address as recorded by the credit union, not more than 30 days nor less than 7 days before

the date set for the vote.

(e) Approval by members. --

(1) Unless the Commissioner takes action under subsection (c) of this section, the proposed conversion shall be

approved by the affirmative vote of a majority of the members who vote on the proposal.

(2) Within 10 days after the vote, a statement of the results of the vote shall be filed with the Commissioner. The

statement shall be verified by the chairman or vice chairman of the board and by the secretary of the credit union.

(f) Compliance with federal law; filing federal charter. --

(1) Within 90 days after a proposed conversion is approved by the members, the credit union shall take any action

necessary under federal law to make it a federal credit union.

(2) Within 10 days after the credit union receives a federal credit union charter, a copy of that charter shall be filed with

the Commissioner and, when the copy is filed, the credit union ceases to be a State credit union.

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(g) Effect of conversion. -- When the conversion from a State credit union to a federal credit union is complete:

(1) The converted credit union is no longer subject to the provisions of this title; and

(2) The successor federal credit union owns all the assets and is responsible for all the obligations of the former State

credit union as though the conversion had not taken place.

§ 6-802. Conversion of foreign credit union into State credit union.

(a) General rule. -- Any credit union organized under the laws of any other state or of the United States may convert to a

State credit union as provided in this section.

(b) Requirements to be met. -- A credit union proposing to convert shall meet:

(1) All of the requirements of this title for the incorporation of a credit union in this State; and

(2) All of the requirements of the Commissioner, including any specific conditions that a credit union must meet in order

to convert.

(c) Director's action. -- A majority of the board of a credit union proposing to convert shall:

(1) Adopt a resolution that declares that the conversion is advisable; and

(2) Set a date for a vote on the proposed conversion by the members at an annual or special meeting of the

members or by mail ballot to be filed on or before that date.

(d) Voting methods. -- The Commissioner, at the request of the board, may:

(1) Waive the vote of the members; and

(2) Substitute any reasonable method of determining the approval by the members.

(e) Notice to members. -- Unless the Commissioner takes action under subsection (d) of this section, written notice of the

proposed conversion and of the date set for the vote shall be delivered in person to each member or mailed to each

member at the member's address as recorded by the credit union, not more than 30 days nor less than 7 days before

the date set for the vote.

(f) Approval by members. --

(1) Unless the Commissioner takes action under subsection (d) of this section, the proposed conversion shall be

approved by the affirmative vote of a majority of the members who vote on the proposal.

(2) Within 10 days after the vote, a statement of the results of the vote shall be filed with the Commissioner. The

statement shall be verified by the chairman or vice chairman of the board and the secretary of the credit union.

(g) Conversion. --

(1) A credit union may convert to a State credit union if:

(i) The converted credit union:

1. Meets the common bond requirements of the proposed field of membership type; and

2. Files with the Commissioner an application and any other documents that the Commissioner deems necessary

to make a determination; and

(ii) The Commissioner determines that the conversion:

1. Is in the best interest of the existing and proposed membership;

2. Will likely result in better service to the existing membership;

3. Is in accordance with sound credit union practices; and

4. Does not expose the funds of the existing members to unnecessary risk.

(2) Unless the Commissioner notifies the credit union that a different time period is necessary, within 120 days after the

application is filed, the Commissioner shall notify the credit union of the determination on the application.

(h) Effect of conversion. -- When the conversion is complete, the successor credit union owns all of the assets and is

responsible for all the obligations of the credit union as though the conversion had not taken place.

Massachusetts Chapter 171, Section 80A. Conversion of credit union into mutual savings bank, mutual co-operative bank, mutual federal

savings bank or mutual federal savings and loan association.

(a) A credit union subject to this section may convert into a mutual savings bank governed by chapter 168, a mutual co-

operative bank governed by chapter 170, a mutual federal savings bank or a mutual federal savings and loans

association which exist under authority of the United States. The conversion shall comply with all applicable federal

laws and regulations. A credit union insured by the Massachusetts Credit Union Share Insurance Corporation shall file

notification of its intent to convert with said corporation at least 90 days before the date of the proposed special

meeting of the members of the credit union. No credit union may convert pursuant to this section so long as any

financial assistance provided by said corporation to such credit union remains unpaid or has not been compromised

or settled. Any such repayment, compromise or settlement shall be approved by the commissioner.

(b) A credit union shall file with the commissioner, at the same time, notices, disclosures and communications required by

or sent to the National Credit Union Administration or a regional director. The commissioner may require changes and

additions to notice, disclosure or communication, except as required by federal law or regulation.

(c) A credit union that is adequately capitalized and has received at least a satisfactory rating in its most recent

examination for compliance with the Community Reinvestment Act may submit a plan of conversion approved by a

2/3 vote of the entire board of directors to the commissioner. Unless waived by the commissioner, the plan shall

include but not be limited to:

(1) a 3 year business plan for the appropriate chartered bank which shall include pro forma financial statements for the

mutual bank;

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(2) a commitment by the converting credit union that it will not convert to a stock form before the expiration of 1 year

of the effective date of the conversion to a mutual bank charter;

(3) an estimated budget for conversion expenses;

(4) financial statements for the most recently completed quarter;

(5) if applicable, the procedures and timing for termination of excess deposit insurance from the Massachusetts Credit

Union Share Insurance Corporation; and

(6) other relevant information that the commissioner may reasonably require.

(d) Included with the plan shall be an information statement to be sent to members which shall fully and fairly disclose all

significant terms and steps to be taken for the conversion and shall include but not be limited to:

(1) a statement as to why the board is considering the conversion;

(2) a statement of the major positive and negative business effects of the proposed conversion;

(3) the impact on the member’s financial and other interests in the credit union;

(4) a disclosure that the conversion from a credit union to a mutual bank could lead to a member losing ownership

interest in the credit union if the mutual bank subsequently converts to a stock institution and the member does

not become a stockholder; and

(5) a disclosure of any conversion related economic benefit a director or senior management official may receive

including receipt of or an increase in compensation and an explanation of any foreseeable stock related benefits

associated with a subsequent conversion to a stock institution; the explanation of stock related benefits shall

include a comparison of the opportunities to acquire stock that are available to officials and employees, with

those opportunities available to the general membership.

(e) A converting credit union shall file with the commissioner a plan of conversion and an information statement at least

120 days before the date of the proposed special meeting of the members. The commissioner may require reasonable

changes to the plan of conversion and information statement. The commissioner may also require any equitable

disclosure he determines applicable to the proposed conversion to a mutual bank transaction. The commissioner may

specify the form, type and other material aspects of the plan of conversion and information statement to be sent to

members, except to the extent that it does not conflict with federal law or regulation.

(f) The commissioner shall review the contents of the plan before the credit union board presents the conversion plan to

the members for a vote. The commissioner shall authorize the distribution of the conversion plan and information

statement only if the commissioner is satisfied of all of the following:

(1) the plan discloses to the members information concerning the advantages and disadvantages of the proposed

conversion;

(2) the information statement discloses the impact on the member’s financial and other interests in the credit union;

and

(3) the conversion would not be made to circumvent a pending supervisory action that is initiated by the commissioner

or other regulatory agency because of a concern over the safety and soundness of the credit union.

(g) The commissioner shall render a decision within 30 days from the date of the filing of the plan or any amendment thereof.

Upon authorization by the commissioner of the distribution of the contents of the conversion plan and information

statement, the credit union shall call a special meeting of the members to vote on the conversion plan. At least 30 days

before the special meeting, the credit union shall mail to each member a notice of the special meeting, the conversion

plan and information statement.

(h) The plan of conversion shall be approved by a majority vote of those members voting. A member may vote on the

proposal to convert in person at the special meeting held on the date set for the vote or by written ballot filed by the

member. The vote on the conversion proposal shall be by secret ballot and conducted by an independent entity. The

independent entity shall be a company with experience in conducting corporate elections. A director or officer of the

credit union, or an immediate family member of a director or officer, shall not have an ownership interest in, or be

employed by, the entity.

(i) A credit union or an officer or director thereof shall not directly or indirectly give or offer or provide a chance to win a

lottery or anything of substantial value, as determined by the commissioner, to the membership or a member of the

credit union for an action related to the conversion to a mutual bank or as an inducement to vote on the plan of

conversion.

(j) The provisions on notice to members and voting procedures in this section shall govern the process for converting to a

mutual bank notwithstanding other provisions of this chapter or a by-law of the converting credit union to the contrary.

(k) Certified copies of the results of the board and membership meetings of the credit union shall be filed with the

commissioner. The credit union shall also certify that the information statement, plan, and other written materials

provided to members were identical to those materials considered satisfactory by the commissioner.

(l) If the commissioner disapproves of the methods by which the membership vote was taken or the procedures

applicable to the vote, the commissioner may direct that a new vote be taken. If the commissioner does not

disapprove of the methods by which the membership vote was taken within 10 days after the notification is given, the

vote shall be considered approved.

(m) If the conversion to a mutual savings bank or a mutual co-operative bank is approved by the members and the

commissioner receives notification from the converting credit union that approvals required under state and federal

law and regulations, including approvals needed for deposit insurance by the Federal Deposit Insurance Corporation

have been obtained, and that any waiting period prescribed by federal law has expired, or in the case of conversion

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to a mutual savings bank, it will become a member of the Depositors Insurance Fund and of the deposit insurance fund

thereof and has made all applicable payments thereto as determined by the commissioner, or in the case of

conversion to a mutual co-operative bank it shall become a member of The Co-operative Central Bank and of the

share insurance fund thereof and has made all applicable payments thereto as determined by the commissioner, a

certificate to transact business shall be issued by the commissioner as applicable. A conversion to a state chartered

savings bank or a state chartered co-operative bank under this section shall not be consummated until arrangements

satisfactory to the Depositors Insurance Fund or The Co-operative Central Bank have been made and notice thereof

has been received by the commissioner. After receipt of the certificate to transact business, the converting credit

union shall promptly file the certificate and its articles of organization with the secretary of state. Upon the filing, the

charter of the converting credit union shall automatically cease and the converting credit union shall cease to be a

credit union and shall become a mutual savings bank or a mutual co-operative bank. Upon the conversion, the

converted mutual bank shall possess all of the rights, privileges and powers granted to it by its articles of organization

and by the laws applicable to the type of mutual bank charter into which it converted, and all of the assets and

business of the converting credit union shall be transferred to and vested in it without any deed or instrument of

conveyance; but the converting credit union may execute a deed or instrument of conveyance as is convenient to

confirm the transfer. The converted mutual bank shall be subject to all of the duties, relations, obligations and liabilities

of the converting credit union, whether as debtor, depository or otherwise, and shall be liable to pay and discharge

the debts and liabilities, to perform all the duties in the same manner and to the same extent as if the converted

mutual bank had itself incurred the obligation or liability or assumed the duty or relation. Rights of credits of the

converting credit union and liens upon the property of such credit union shall be preserved unimpaired and the

converted mutual bank shall be entitled to receive, accept, collect, hold and enjoy all gifts, bequests, devises,

conveyances and appointments in favor of or in the name of the converting credit union and whether made or

created to take effect before or after the conversion.

(n) If the conversion to a mutual federal savings bank or a mutual federal savings and loan association is approved by the

members the converting credit union shall provide notification to the commissioner that all approvals under state and

federal law and regulations including approvals needed for deposit insurance by the Federal Deposit Insurance

Corporation have been obtained and that any waiting period prescribed by federal law has expired and shall provide

a certified copy of the approval of the federal mutual charter by the Office of Thrift Supervision or any successor

agency thereto. Upon acceptance of the federal charter, the converting credit union’s charter from the

commonwealth shall cease to exist.

(o) A person who willfully violates the disclosure provisions of this section knowing the disclosure made to be false or

misleading in a material respect shall upon conviction be fined not more than $5,000 or imprisoned not more than 3

years, or both.

Section 80B. Credit union chartered in commonwealth converted to federal charter.

(a) A credit union chartered in the commonwealth may convert, subject to this section, into a credit union chartered

under applicable federal law and regulations upon the affirmative vote of a majority of the members of the credit

union voting on the proposal.

(b) The board of directors of a credit union chartered in the commonwealth, by an affirmative vote of two-thirds of the

entire board, may approve a plan of conversion and submit the plan to the commissioner for his review. Included with

the plan shall be an information statement to be sent to members which shall fully and fairly disclose all significant

terms and steps to be taken for the conversion and shall include but not be limited to the following:—

(1) a statement as to why the board of directors is considering the conversion;

(2) a statement of the major positive and negative business effects of the proposed conversion; and

(3) the impact on the member’s financial and other interests in the credit union.

(c) The commissioner shall review the contents of the plan before the credit union board of directors presents the

conversion plan to the members for a vote. The commissioner may require changes to the plan of conversion and

information statement. The commissioner may also require an equitable disclosure if he determines such disclosure is

applicable to the transaction. The commissioner may specify the form, type and other material aspects of the plan of

reorganization and information statement to be sent to members. The commissioner shall approve the contents of the

conversion plan and information statement only if the commissioner is satisfied that the following elements have been

met:—

(1) the plan discloses to the members information concerning the advantages and disadvantages of the proposed

conversion;

(2) the information statement discloses the impact on the member’s financial and other interests in the credit union;

and

(3) the conversion would not be made to circumvent a pending supervisory action that is initiated by the commissioner

or other regulatory agency because of a concern over the safety and soundness of the credit union.

(d) Upon approval of the contents of the conversion plan and information statement by the commissioner, the credit

union shall call a special meeting of its members to vote on the conversion plan. At least 14 days before the meeting,

the credit union shall mail to each member a notice of the meeting, the conversion plan and information statement.

(e) Certified copies of records of all proceedings held by the board of directors and members of the credit union shall be

filed with the commissioner. In addition, the credit union shall furnish a certified copy of consent or approval of the

federal regulatory authority to the commissioner. Upon acceptance of the federal charter, the credit union’s charter

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from the commonwealth shall terminate.

(f) A person who willfully violates the disclosure provisions of this section knowing such disclosure made to be false or

misleading in any material respect shall be punished by a fine of not more than $5,000 or by imprisonment for not more

than 3 years, or both.

Michigan § 490.372. Conversion of domestic credit union into foreign credit union.

(1) A domestic credit union may convert into a foreign credit union under this section if all of the following are met:

(a) At least 30 days before voting on a plan of conversion under subdivision (b), the credit union board gives written

notice to the credit union's members that it is considering a conversion. The credit union board shall mail the notice

to the credit union's members and shall not include any other mailing with the notice. The notice shall include all of

the following:

(i) A brief statement of why the credit union board is considering the conversion.

(ii) A brief statement of the major positive and negative effects of the proposed conversion.

(iii) A request for members' written comments on the proposed conversion.

(b) The credit union board approves of a plan of conversion and files the plan of conversion with the commissioner. An

affirmative vote of 2/3 of the entire credit union board is required to approve a plan of conversion. The plan of

conversion shall meet all of the following:

(i) The conversion plan discloses to the members information concerning the advantages and disadvantages of

the proposed conversion and contains a statement indicating any material differences in powers of the

converted credit union.

(ii) The conversion is not intended to circumvent a pending supervisory action initiated by the commissioner or

another regulatory agency because of a concern over the safety and soundness of the credit union.

(iii) The converted credit union is likely to be economically viable.

(c) The members of the credit union approve of the plan of conversion by a 2/3 vote of the members voting on the

plan. Subject to subsection (2), a member may vote at a special meeting called to vote on the plan of conversion

or by mail ballot. Before the vote, the credit union board shall call a special meeting of the members to provide

information on the plan. At least 14 days before the meeting, the credit union board shall mail to each member a

notice of the meeting and a ballot with a postage paid return envelope. The notice shall state the date, at least 15

days following the meeting, by which the member must return the ballot and the methods permitted for casting a

vote, describe briefly the reasons for and the major positive and negative effects of the conversion, and state how

members may obtain copies of the conversion plan. The credit union board shall count the votes cast by members

upon the expiration of the time given to the members to return their ballots.

(d) The credit union files with the commissioner copies of member comments submitted to the credit union under

subdivision (a)(iii) and certified copies of records of all proceedings held by the credit union board and members of

the credit union.

(e) If required by the laws of the applicable jurisdiction, the credit union files with the commissioner a certified copy of

the consent or approval of the appropriate regulatory authority with jurisdiction over foreign credit unions

chartered by that authority.

(2) If the commissioner approves of the method before the vote, the credit union board may establish an alternative

method for accepting votes from members of a converting domestic credit union on the plan of conversion under

subsection (1)(c) if the alternative method is reasonably calculated to ensure each member has an opportunity to

vote.

(3) If all of the conditions required by this section are met and the commissioner determines that any notices to members

were accurate, timely, and not misleading, and that conduct of the vote on the conversion plan was fair and lawful,

the commissioner shall approve the conversion and the conversion is effective.

§ 490.373. Conversion of domestic credit union into mutual savings bank or mutual savings association.

(1) A domestic credit union may convert into a mutual savings bank or mutual savings association if all of the following are

met:

(a) At least 30 days before voting on a plan of conversion under subdivision (b), the credit union board gives written

notice to the credit union's members that it is considering a conversion. The credit union board shall mail the notice

to the credit union's members and shall not include any other mailing with the notice. The notice shall include all of

the following:

(i) A brief statement of why the credit union board is considering the conversion.

(ii) A brief statement of the major positive and negative effects of the proposed conversion.

(iii) A request for members' written comments on the proposed conversion.

(b) The credit union board approves of a plan of conversion and files the plan of conversion with the commissioner.

An affirmative vote of 2/3 of the entire credit union board is required to approve a plan of conversion. The plan of

conversion shall meet all of the following:

(i) The conversion plan discloses to the members information concerning the advantages and disadvantages of

the proposed conversion and contains a statement indicating any material differences in powers between a

credit union and a mutual savings bank or mutual savings association.

(ii) The conversion is not intended to circumvent a pending supervisory action initiated by the commissioner or

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another regulatory agency because of a concern over the safety and soundness of the credit union.

(iii) The conversion plan does not provide any official of the converting credit union with any remuneration or other

economic benefit in connection with the conversion.

(iv) After conversion, the mutual savings bank or mutual savings association is likely to be economically viable.

(c) The credit union board shall call a special meeting of the members to vote on the conversion plan and mail to

each member notice of the meeting and proposed conversion 90 days before the date of the special meeting.

The notice shall include all of the following:

(i) A summary of the positive and negative effects of the proposed conversion.

(ii) A statement that the officials will not receive any remuneration or other economic benefit in connection with the

conversion of the domestic credit union.

(iii) A statement that any interested person may obtain more detailed information about the conversion from the

domestic credit union at its principal place of business, or by any method approved in advance by the

commissioner.

(iv) A statement that the credit union board may substantively amend the proposed plan of conversion before the

special meeting based on comments from regulatory authorities or any other reason and that the credit union

board may terminate the proposed plan of conversion.

(v) Instructions for obtaining a copy of the conversion plan.

(vi) The date of the special meeting and a statement that the vote on the conversion will close on that date.

(vii) Any other information required by the commissioner.

(d) At least 60 days before the special meeting described in subdivision (c), the credit union board posts a copy of the

notice required in subdivision (c) in each branch, service center, or other location in this state where members may

transact business with the credit union, in at least 12-point type, displayed prominently in an area visible to members

before they transact business.

(e) At least 60 days before the special meeting described in subdivision (c), if the credit union conducts any member

transactions through the use of an internet website, the credit union board displays the information included in the

notice required in subdivision (c) in a conspicuous location on that website.

(f) Thirty days before the special meeting of the members, the credit union board mails a notice of the meeting and

proposed conversion. The notice shall include all of the information described in subdivision (c) for the 90-day notice

and shall include the date, time, and place of the special member meeting, a ballot and postage-paid return

envelope, and a summary of the methods permitted for casting votes.

(g) If the plan of conversion is substantively amended by the credit union board, at least 30 days before the vote of the

members on the plan the credit union board shall mail a notice to each member. The notice shall contain the

information concerning the amended plan of conversion described in subdivision (c) for a notice under that

subdivision.

(h) At a special meeting of members, the members, by a 2/3 vote of members voting, approve of the conversion and

the plan of conversion. A member may vote in person or by mail. With the prior approval of the commissioner, a

domestic credit union may accept member votes by an alternative method that is reasonably calculated to ensure

each member has an opportunity to vote.

(i) The domestic credit union files with the commissioner all of the following:

(i) Certified copies of records of all proceedings held by the credit union board and members of the domestic

credit union.

(ii) Copies of member comments submitted to the domestic credit union under subdivision (a)(iii).

(iii) If that consent or approval is required, a certified copy of the consent or approval of any state or federal

regulatory authority with jurisdiction over the mutual savings bank or mutual savings association after the

conversion and, if a holding company is to be formed in connection with the conversion, the regulations of the

federal reserve board of governors or of the office of thrift supervision applicable to holding companies.

(iv) Verification that deposits in the converted mutual savings bank or mutual savings association qualify for federal

insurance.

(2) If the requirements of this section are met and the commissioner determines that the notices to members were

accurate, timely, and not misleading, and that conduct of the vote on the conversion plan was fair and lawful, the

commissioner shall approve the conversion and the conversion is effective.

(3) Except as otherwise required by the commissioner, this section does not apply to a domestic credit union that

submitted to the commissioner a plan of conversion into a mutual savings bank or mutual savings association before

the effective date of this act.

§ 490.374. Conversion of domestic credit union into bank, stock savings bank, or stock savings and loan association.

(1) A domestic credit union may convert into a bank, stock savings bank, or stock savings and loan association if all of the

following are met:

(a) At least 30 days before voting on a plan of conversion under subdivision (b), the credit union board gives written

notice to the credit union's members that it is considering a conversion. The credit union board shall mail the notice

to the credit union's members and shall not include any other mailing with the notice. The notice shall include all of

the following:

(i) A brief statement of why the credit union board is considering the conversion.

(ii) A brief statement of the major positive and negative effects of the proposed conversion.

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(iii) A complete and accurate description of the differences between a credit union and a bank, stock savings

bank, or stock savings and loan association, as appropriate.

(iv) A request for members' written comments on the proposed conversion.

(b) By an affirmative vote of 2/3 of the entire credit union board, the credit union board approves of a plan of

conversion and files the plan of conversion with the commissioner. The conversion plan shall include all of the

following:

(i) The member eligibility record date and the subscription offering priority established in connection with any

proposed stock offering.

(ii) A business plan, including a detailed discussion of how the capital acquired in the conversion will be used,

expected earnings for at least a 3-year period following the conversion, and a justification for any proposed

stock repurchases.

(iii) A full appraisal report, prepared by an independent appraiser, of the value of the credit union and the pricing

of the stock to be sold in the conversion transaction.

(iv) A legal opinion that any proposed stock offering complies with state and federal law.

(v) Copies of notices to be provided to members under subdivisions (d) and (e).

(c) The commissioner grants preliminary approval of the plan of conversion approved by the credit union board. The

commissioner shall review the contents of the plan and member comments on the plan and grant preliminary

approval of the plan if the commissioner is satisfied of all of the following:

(i) The conversion plan discloses to the members information concerning the advantages and disadvantages of

the proposed conversion, contains a complete and accurate description of the differences between a credit

union and a bank, stock savings bank, or stock savings and loan association, as appropriate, and contains a

statement indicating any material differences in powers between a credit union and a bank, stock savings

bank, or stock savings and loan association, as appropriate.

(ii) The conversion is not intended to circumvent a pending supervisory action initiated by the commissioner or

another regulatory agency because of a concern over the safety and soundness of the credit union.

(iii) The conversion plan does not provide any official of the converting credit union with any remuneration or other

economic benefit in connection with the conversion.

(iv) The conversion plan does not permit the converting credit union to loan funds or otherwise extend credit to any

person to purchase the capital stock of the bank, stock savings bank, or stock savings and loan association.

(v) After conversion, the bank, stock savings bank, or stock savings and loan association is likely to be economically

viable.

(d) If the commissioner grants preliminary approval under subdivision (c), the credit union board shall call a special

meeting of the members to vote on the conversion plan and mail to each member notice of the meeting and

proposed conversion 90 days before the date of the special meeting. The notice shall include all of the following:

(i) A summary of the positive and negative effects of the proposed conversion.

(ii) A statement that the officials will not receive any remuneration or other economic benefit in connection with

the conversion of the domestic credit union.

(iii) A statement that any interested person may obtain more detailed information about the conversion from the

domestic credit union at its principal place of business, or by any method approved in advance by the

commissioner.

(iv) If the conversion plan includes a distribution of a portion of the credit union's net worth to members, a

statement describing the amount of the distribution, the form of the distribution, and eligibility requirements to

receive a distribution.

(v) The par value and approximate number of shares of capital stock to be issued and sold under the proposed

plan of conversion.

(vi) A statement that savings and share account holders will continue to hold accounts in the converted bank,

stock savings bank, or stock savings and loan association identical as to dollar amount and general terms, and

that their accounts will continue to be insured.

(vii) A statement that borrowers' loans will be unaffected by conversion, and that the amount, rate, maturity,

security, and other conditions will remain contractually fixed as they existed before conversion.

(viii) A statement that the credit union board may substantively amend the proposed plan of conversion before

the special meeting based on comments from regulatory authorities or any other reason and that the credit

union board may terminate the proposed plan of conversion.

(ix) Instructions for obtaining a copy of the conversion plan.

(x) The date of the special meeting and a statement that the vote on the conversion will close on that date.

(xi) Any other information required by the commissioner.

(e) At least 60 days before the special meeting described in subdivision (d), the credit union board posts a copy of the

notice required in subdivision (d) in each branch, service center, or other location in this state where members may

transact business with the credit union, in at least 12-point type, displayed prominently in an area visible to

members before they transact business.

(f) At least 60 days before the special meeting described in subdivision (d), if the credit union conducts any member

transactions through the use of an internet website, the credit union board displays the information included in the

notice required in subdivision (d) in a conspicuous location on that website.

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(g) Thirty days before the special meeting of the members, the credit union board mails a notice of the meeting and

proposed conversion to the members. The notice shall include all of the information described in subdivision (d) for

the 90-day notice and shall include the date, time, and place of the special member meeting, a ballot and

postage-paid return envelope, and a summary of the methods permitted for casting votes.

(h) If the plan of conversion is substantively amended by the credit union board, at least 30 days before the vote of the

members on the plan the credit union board shall mail a notice to each member. The notice shall contain the

information concerning the amended plan of conversion described in subdivision (d) for a notice under that

subdivision.

(i) At a special meeting of members, the members, by a 2/3 vote of members voting, approve of the conversion and

the plan of conversion. A member may vote in person or by mail. With the prior approval of the commissioner, a

domestic credit union may accept member votes by an alternative method that is reasonably calculated to

ensure each member has an opportunity to vote.

(j) The domestic credit union files with the commissioner all of the following:

(i) Certified copies of records of all proceedings held by the credit union board and members of the domestic

credit union.

(ii) Copies of member comments submitted to the domestic credit union under subdivision (a)(iii).

(iii) If that consent or approval is required, a certified copy of the consent or approval of any state or federal

regulatory authority with jurisdiction over the bank, stock savings bank, or stock savings and loan association

after the conversion and, if a holding company is to be formed in connection with the conversion, the

regulations of the federal reserve board of governors or of the office of thrift supervision applicable to holding

companies.

(iv) Verification that deposits in the converted bank, stock savings bank, or stock savings and loan association

qualify for federal insurance.

(2) If the requirements of this section and the regulations of the federal agency providing federal deposit insurance

regarding mutual-to-stock conversions are met, and the commissioner determines that the notices to members were

accurate, timely, and not misleading, and that conduct of the vote on the conversion plan was fair and lawful, the

commissioner shall approve the conversion and the conversion is effective.

§ 490.375. Rights, obligations, relationships, and trusts of converting credit union.

(1) Except as provided in subsection (2), if a conversion becomes effective under section 372, 373, or 374, the converted

entity is a continuation of the converting credit union and all the property and interests in property and every cause of

action, right, privilege, interest, and asset of the converting credit union is immediately and without any conveyance,

transfer, or other action vested in the converted organization. Every right, obligation, and relationship of the

converting credit union to or in respect to any person, estate, creditor, member, depositor, trust, trustee, collective

bargaining agreement, or beneficiary of any trust or fiduciary function continue unimpaired. The converted

organization shall continue to hold all the rights, obligations, relationships, and trusts, and the duties and liabilities

connected with them, and shall execute and perform each and every trust and relationship in the same manner as if

the credit union had not converted. The conversion does not release the converted organization from its obligations to

pay and discharge all the liabilities created by law or incurred by the converting credit union before the conversion, or

any tax imposed by the laws of this state up to the day of the conversion in proportion to the time that has elapsed

since the last preceding tax payment, or any assessment, penalty, or forfeiture imposed or incurred under the laws of

this state before the date of the conversion.

(2) Within 1 year after the conversion, the commissioner may for good cause require a converting credit union to divest

itself of an asset that does not conform to the legal requirements relative to assets acquired and held by the

converted organization.

(3) If a converting credit union was appointed in a fiduciary capacity by a court or governmental tribunal, agency, or

officer, the converted organization shall file an affidavit with the appointing authority setting forth the fact of

conversion, the name and address of the converted organization, and the amount of its capital and surplus. A

converted organization acting as a fiduciary by appointment of a court is subject to removal by a court of competent

jurisdiction.

§ 490.376. Conversion of foreign credit union into domestic credit union.

(1) A foreign credit union may convert to a domestic credit union if all of the following are met:

(a) The foreign credit union complies with the applicable law under which it is chartered for a conversion under that

law.

(b) The credit union board files a certificate of organization with the commissioner, approved and executed in triplicate

by a majority of the credit union board.

(c) After executing the certificate of organization, a majority of the directors adopt bylaws for the governance of the

credit union consistent with this act and execute any other agreements or documents and take any other action

required to complete the conversion.

(d) After an examination of the credit union and the proceedings of the directors and members concerning the

conversion, the commissioner approves of the certificate of organization filed under subdivision (b).

(e) If the commissioner approves the certificate of organization, the commissioner shall notify the applicants of the

commissioner's decision and shall immediately issue a certificate of approval attached to the duplicate certificate

of organization and return it to the credit union. The certificate shall indicate that the conversion complies with the

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laws of this state and that after conversion the credit union and all its members, officers, and employees have the

same rights, powers, and privileges and are subject to the same duties, liabilities, and obligations that apply to

domestic credit unions under this act.

(2) The credit union shall pay the expenses of the examination described in subsection (1)(d), in an amount established by

the commissioner. The amount paid for the examination is not refundable.

(3) If the commissioner approves a conversion, the credit union shall pay an operating fee determined under section 201,

on a prorated basis for the operating fee period in which the conversion becomes effective. The date that the

conversion becomes effective is the basis for calculating the proration.

(4) If a conversion becomes effective under this section, the converted domestic credit union is a continuation of the

converting foreign credit union and all the property and interests in property and every cause of action, right,

privilege, interest, and asset of the converting foreign credit union is immediately and without any conveyance,

transfer, or other action vested in the converted domestic credit union. Every right, obligation, and relationship of the

converting foreign credit union to or in respect to any person, estate, creditor, member, depositor, trust, trustee,

collective bargaining agreement, or beneficiary of any trust or fiduciary function continue unimpaired. The converted

domestic credit union shall continue to hold all the rights, obligations, relationships, and trusts, and the duties and

liabilities connected with them, and shall execute and perform each and every trust and relationship in the same

manner as if it had after the conversion assumed the trust or relationship and obligations and liabilities connected with

the trust or relationship.

(5) Any directors of the foreign credit union converting to a domestic credit union under this section that meet the criteria

described in section 341(8) may continue as directors of the domestic credit union.

Minnesota

§52.201 REORGANIZING FEDERAL CREDIT UNION INTO STATE CREDIT UNION.

When any federal credit union authorized to convert to a state charter has taken the necessary steps under the federal

law for that purpose, seven or more members, upon authority of two-thirds of the members present and entitled to vote

and who shall have voted for such conversion at a regular or special meeting upon 14 days mailed written notice to each

member at the member's last known address clearly stating that such conversion is to be acted upon, and upon approval

of the commissioner of commerce, may execute a certificate of incorporation under the provisions of the state Credit

Union Act, which, in addition to the other requirements of law, shall state the authority derived from the shareholders of

such federal credit union; and upon recording such certificate as required by law, it shall become a legal state credit

union and the members of the federal credit union shall without further action be members of the state credit union. This

includes members of the federal credit union on the basis of acceptance of small employer groups provided the

commissioner may require contemporaneous filing of applications under section 52.05, subdivision 2. Thereupon the assets

of the federal credit union, subject to its liabilities not liquidated under the federal law before such incorporation, shall vest

in and become the property of such state credit union and the members upon request shall be entitled to a new

passbook showing existing share and loan balances. The commissioner of commerce shall approve or disapprove of the

conversion within 60 days of the date the proposal is presented.

Mississippi SEC. 81-13-65. Conversion from state to federal credit union and from federal to state credit union.

(1) A state credit union may be converted into a federal credit union by complying with the following requirements:

(a) The proposition for such conversion shall first be approved, and a date set for a vote thereon by the members, either

at a regular meeting or a special meeting called for that purpose by a majority of the directors of the state credit

union. Written notice of the proposition and of the date set for the vote shall be delivered or mailed to each member,

not more than thirty (30) days nor less than seven (7) days prior to such date. Approval of the proposition for

conversion shall be by the affirmative vote of a majority of the members attending said meeting.

(b) A statement of the results of the vote, verified by the affidavits of the president or vice president and the secretary,

shall be filed with the Commissioner of Banking and Consumer Finance within ten (10) days after the vote is taken.

(c) Promptly after the vote is taken and in no event later than ninety (90) days thereafter, if the proposition for conversion

was approved by such vote, the credit union shall take such action as may be necessary under the Federal Credit

Union Act to make it a federal credit union, and within ten (10) days after receipt of the federal credit union charter

there shall be filed with the commissioner a copy of the charter thus issued. Upon such filing the credit union shall

cease to be a state credit union.

(d) Upon ceasing to be a state credit union, such credit union shall no longer be subject to any of the provisions of this

chapter. The successor federal credit union shall be vested with all of the assets and shall continue responsible for all

of the obligations of the state credit union to the same extent as though the conversion had not taken place.

(2) (a) A federal credit union, organized under the Federal Credit Union Act, may be converted into a state credit union

by:

(i) Complying with all federal requirements requisite to enabling it to convert to a state credit union or cease

being a federal credit union;

(ii) Filing with the commissioner proof of such compliance, satisfactory to the commissioner;

(iii) Filing with the Department of Banking and Consumer Finance the articles of incorporation required for state

credit unions; and

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(iv) Filing such other statements or proof as may from time to time be required by the commissioner.

(b) Should the commissioner determine that an audit should be made of the credit union prior to approval, he shall

direct such audit and the reasonable, actual cost thereof shall be paid by the credit union.

(c) When the commissioner has been satisfied that all of such requirements have been complied with, the

commissioner shall approve the charter of incorporation. Upon such approval the federal credit union shall

become a state credit union as of the date it ceases to be a federal credit union. The state credit union shall be

vested with all of the assets and shall continue responsible for all of the obligations of the federal credit union to the

same extent as though the conversion had not taken place.

Missouri § 370.359. Conversion from state to federal or federal to state credit union, procedure.

1. A credit union holding a certificate of organization under the laws of this state may be converted into a federal credit

union under the laws of the United States by complying with the following requirements:

(1) The proposition for the conversion shall first be approved, and a date set for a vote thereon by the members, either

at a meeting to be held on the date or by ballot to be cast on or before the date, by a majority of the directors of

the state credit union. Written notice of the proposition and of the date set for the vote shall then be delivered in

person to each member, or mailed or delivered to each member at the address for the member appearing on the

records of the credit union, not more than thirty nor less than fourteen days prior to the date. Approval of the

proposition for conversion shall be by the affirmative vote of a majority of the members who vote by written or

electronic ballot. All members should be provided the opportunity to vote, without being required to attend the

meeting where the proposition is voted on;

(2) A statement of the results of the vote, verified by the affidavits of the president or vice president and the secretary,

shall be filed with the director of the division of credit unions and the secretary of state within ten days after the vote

is taken;

(3) Promptly after the vote is taken and in no event later than ninety days thereafter, if the proposition for conversion

was approved by the vote, the credit union shall take such action as may be necessary under the United States law

to make it a federal credit union, and within ten days after receipt of the federal credit union charter there shall be

filed with the secretary of state and the director of the division of credit unions, a copy of the charter thus issued.

Upon filing, the credit union shall cease to be a state credit union;

(4) Upon ceasing to be a state credit union, the credit union shall no longer be subject to any of the provisions of this

chapter. The successor federal credit union shall be vested with all of the assets and shall continue responsible for all

the obligations of the state credit union to the same extent as though the conversion had not taken place.

2. A federal credit union, organized under the laws of the United States, may be converted into a state credit union by:

(1) Complying with all federal requirements requisite to enabling it to convert to a state credit union;

(2) Filing with the director of the division of credit unions proof of the compliance, satisfactory to him; and

(3) Filing with the director of the division of credit unions a certificate of organization as required by this chapter.

3. When the director of the division of credit unions has been satisfied that all of these requirements, and all other

requirements of this chapter, have been complied with, he shall approve the organization certificate, a copy of which

shall be filed with the secretary of state. Upon approval, the federal credit union shall become a state credit union as of

the date it ceases to be a federal credit union. The state credit union shall be vested with all of the assets and shall

continue responsible for all of the obligations of the federal credit union to the same extent as though the conversion

had not taken place.

Montana § 32-3-323. Conversion of charter.

(1) A credit union chartered under the laws of this state may be converted to a credit union chartered under the laws of

any other state or under the laws of the United States, subject to regulations issued by the department of

administration.

(2) A credit union chartered under the laws of the United States or of any other state may convert to a credit union

chartered under the laws of this state. To effect a conversion, a credit union shall comply with all the requirements of

the jurisdiction under which it was originally chartered and the requirements of the department and file proof of

compliance with the department.

Nebraska

§ 21-17,110. Conversion.

(1) A credit union incorporated under the laws of this state may be converted into a federal credit union organized under

the laws of the United States as prescribed in section 21-17,111.

(2) A federal credit union organized under the laws of the United States may be converted into a credit union organized

under the laws of this state as prescribed in section 21-17,112.

§ 21-17,111. Conversion from state to federal credit union.

(1) Any credit union organized under the Credit Union Act may, with the approval of the department and with the

approval of a majority of the credit union members attending an annual or special meeting of the credit union, be

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converted into a federal credit union. The conversion shall not release the state- organized credit union from its

obligations to pay or discharge all liabilities created by law or incurred by it before the conversion, from any tax

imposed by the laws of this state up to the day of the conversion in proportion to the time which has elapsed since the

last preceding payment on such obligations or liabilities, or from any assessment, penalty, or forfeiture imposed or

incurred under the laws of this state up to the date of the conversion. Conversion shall be made pursuant to a

conversion plan approved by the department and shall not be made (a) to defeat or defraud any of the creditors of

the credit union or (b) to avoid the requirements of any law of this state designed to protect consumers. The conversion

plan shall address required notices and disclosures of information concerning advantages and disadvantages to the

credit union and its members of the proposed conversion. Certified copies of all proceedings had by the board of

directors and by the members of the credit union shall be filed by the board of directors with the department, and in

addition, the credit union shall furnish to the department a certified copy of consent or approval of the National

Credit Union Administration if such consent is required by the laws of the United States. Two copies of the proceedings

shall be filed with the department. The department shall certify and forward by registered mail one copy of the

proceedings to the county clerk of the county in which the credit union is located.

(2) When conversion becomes effective, all property of the credit union, including all rights, title, and interest in and to all

kinds of property, whether real, personal, or mixed, and things in action, and every right, privilege, interest, and asset

of any conceivable value or benefit then existing, belonging, or pertaining to it, or which would inure to it, shall

immediately by act of law and without any conveyance or transfer, and without any further act or deed, be vested in

and remain the property of the converted credit union, which shall have, hold, and enjoy the property in its own right

as fully and to the same extent as the property was possessed, held, and enjoyed prior to the conversion. The

converted credit union shall be deemed to be a continuation of the same entity. All the rights, obligations, and

relations of the credit union to or in respect to any person, estate, creditor, member, trust, trustee, or beneficiary of any

trust or fiduciary function shall remain unimpaired. The credit union shall continue to hold all the rights, obligations,

relations, and trusts, and the duties and liabilities connected therewith, and shall execute and perform every trust and

relation in the same manner as if the credit union had not converted.

§ 21-17,112. Conversion from federal to state credit union.

(1) A federal credit union organized under the Federal Credit Union Act, 12 U.S.C. 1753 et seq., and meeting all the

requirements to become a state credit union organized under the Credit Union Act may, with the approval of the

department and in compliance with the applicable law under which it was organized, be converted into a state

credit union organized under the Credit Union Act. The required articles of association may be executed by a majority

of the board of directors of the converting credit union and presented to the department for appropriate examination

and approval. A majority of the directors, after executing the articles of association in duplicate, may execute all other

papers, including the adoption of bylaws for the general government of the credit union consistent with the Credit

Union Act, and do whatever may be required to complete its conversion.

(2) The board of directors of the converting credit union may continue to be directors of the credit union. If the director

approves the articles of association as presented by the board of directors, the director shall notify the board of

directors of his or her decision and shall immediately issue a certificate of approval attached to the duplicate articles

of association and return it to the credit union. The certificate shall indicate that the laws of this state have been

complied with and that the credit union and all its members, officials, and employees shall have the same rights,

powers, and privileges and shall be subject to the same duties, liabilities, and obligations in all respects, as shall be

applicable to credit unions originally organized under the Credit Union Act.

(3) The approval of the department shall be based on an examination of the credit union and the proceedings had by its

board of directors and members with respect to conversion. A conversion shall not be made to defeat or defraud any

of the creditors of the credit union. The expenses of an examination, which shall be computed in accordance with

sections 8-605 and 8-606, shall be paid by the credit union.

(4) When the conversion becomes effective, all property of the converted credit union, including all its right, title, and

interest in and to all property of whatsoever kind, whether real, personal, or mixed, and things in action, and every

right, privilege, interest, and asset of any conceivable value or benefit then existing, belonging, or pertaining to it, or

which would inure to it, shall immediately by act of law and without any conveyance or transfer, and without any

further act or deed, be vested in and remain the property of the converted credit union, which shall have, hold, and

enjoy the property in its own right as fully and to the same extent as the property was previously possessed, held, and

enjoyed by it. The converted credit union shall be deemed to be a continuation of the same entity. All the rights,

obligations, and relations of the credit union to or in respect to any person, estate, creditor, member, trustee, or

beneficiary of any trust or fiduciary function shall remain unimpaired. The credit union shall continue to hold all the

rights, obligations, relations, and trusts, and the duties and liabilities connected therewith, and shall execute and

perform every trust and relation in the same manner as if it had after the conversion assumed the trust or relation and

obligation and liabilities connected with the trust or relation.

Nevada NRS 678.810 Conversions; fee set by regulation.

1. A credit union chartered in accordance with the laws of this state may be converted to a credit union chartered in

accordance with the laws of any other state or the laws of the United States, subject to regulations adopted by the

Commissioner.

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2. A credit union chartered in accordance with the laws of the United States or of any other state may convert to a

credit union chartered in accordance with the laws of this state. To effect such a conversion, a credit union must

comply with all the requirements of the authority under which it was originally chartered and the requirements of the

Commissioner and file proof of such compliance with the Commissioner.

3. Every application for permission to convert to a credit union chartered in accordance with the laws of this state must

be accompanied by an application fee in an amount prescribed by regulation of the Commissioner. The applicant

shall also pay such additional expenses incurred in the process of investigation as the Commissioner deems necessary.

All money received by the Commissioner pursuant to this subsection must be placed in the Investigative Account

created by NRS 232.545.

New Hampshire §383-E:11-1101 State Credit Union to Federal Credit Union.

A state credit union may be converted into a federal credit union by complying with the following requirements:

(a) A majority of the directors of the state credit union shall first approve the proposition for the conversion and set a

date for a vote on the conversion by the members, either at a meeting to be held on the date or by written ballot

to be filed on or before the date. Written notice of the proposition and of the date set for the vote shall then be

delivered in person to each member, or mailed to each member at the address for the member appearing on the

records of the state credit union, not more than 30 nor less than 7 days prior to such date. Approval of the

proposition for conversion shall be by the affirmative vote of a majority of the members of the state credit union who

vote on the proposal. The written notice of the proposition shall in bold face type state that the issue will be decided

by a majority of the members who vote.

(b) A notice of the proposed conversion shall be filed with the commissioner under RSA 383-A:6-602, together with a

statement of the results of the vote, verified by the affidavits of the president or vice president and the clerk, within

10 days after the vote is taken.

(c) Promptly after the vote is taken and in no event later than 90 days thereafter, if the proposition for conversion was

approved by the vote, the state credit union shall take such action as may be necessary under the applicable

federal law to make it a federal credit union, and within 10 days after receipt of the federal credit union charter shall

file with the commissioner a copy of the charter so issued. Upon making the filing, the credit union shall cease to be

a state credit union.

(d) Upon ceasing to be a state credit union, the credit union shall no longer be subject to any of the provisions of this

chapter. The successor federal credit union shall be vested with all of the assets and shall continue responsible for all

of the obligations of the state credit union to the same extent as though the conversion had not taken place.

§ 383-E:11-1102. Federal Credit Union to State Credit Union.

A federal credit union may be converted into a state credit union by complying with such requirements of this chapter

as would have enabled it to have originally qualified for organization as a state credit union. When the commissioner has

been satisfied that the requirements, and all other requirements of this chapter, have been complied with, he shall

approve the organization certificate. Upon approval, the federal credit union shall become a state credit union as of

the date it ceases to be a federal credit union. The state credit union shall be vested with all of the assets and shall

continue responsible for all of the obligations of the federal credit union to the same extent as though the conversion

had not taken place.

New Jersey § 17:13-123. Conversion to or from a federal credit union.

A credit union organized under the provisions of this act may convert to operation as a federal Credit Union, or a federal

Credit Union may convert to a credit union operating under the provisions of this act, without undergoing dissolution or

liquidation.

New Mexico § 58-11-60. Conversion.

A. A credit union organized under the laws of this state may be converted to a credit union organized under the laws of

any other state or under the laws of the United States, subject to regulations issued by the director.

B. A credit union organized under the laws of the United States or of any other state may convert to a credit union

organized under the laws of this state. To effect such a conversion, a credit union shall comply with all of the

requirements of the jurisdiction under which it was originally organized, the requirements provided for in the Credit

Union Act [58-11-1 NMSA 1978] and other requirements determined by the director, and file proof of such compliance

with the director.

C. A bank, savings and loan company or other financial institution that is not a credit union may be converted to a credit

union organized pursuant to the Credit Union Act . To effect such a conversion, the converting financial institution shall

file proof of compliance with all of the requirements of the jurisdiction under which it was originally organized, the

provisions of the Credit Union Act and other requirements determined by the director.

D. A credit union organized pursuant to the Credit Union Act may be converted to a bank, savings and loan company or

other financial institution. To effect such a conversion, the converting credit union shall comply with all the requirements

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of the jurisdiction in which it will be organized, including any rules issued by the appropriate regulating agency and

other requirements determined by the director.

New York Banking § 486. Conversion of a federal credit union into a state credit union.

Any federal credit union having its place of business in this state may convert itself into a state credit union. A meeting of

the shareholders shall be held upon not less than ten days' written notice to each shareholder, either served personally or

mailed to him or her at his or her last known address and containing a statement of the time, place and purpose of such

meeting, provided that if the laws of the United States prescribe a different period of time or manner of communicating

notice to each shareholder, then a meeting of the shareholders shall be held in conformity with such laws. Proof by

affidavit of due service of such notice shall be filed in the office of the credit union before or at the time of such meeting.

At such meeting, a majority of the shareholders represented at the meeting may, by an affirmative vote, in person or

by proxy, authorize the conversion of such federal credit union into a state-chartered credit union, provided that in

the event the laws of the United States require a different affirmative vote, such vote shall apply in lieu of the affirmative

vote required hereby. A copy of the minutes of such meeting, certified by the presiding officer and by the secretary of

the meeting, shall be filed in the office of the superintendent within thirty days after the date of such meeting.

There shall be filed with such copy of the minutes the organization certificate required by section four hundred fifty of this

article, executed by a majority of the directors, and proposed bylaws as required by section four hundred fifty-one of

this article. The federal credit union shall also submit a written plan of conversion to the superintendent, together with

an investigation fee as described pursuant to section eighteen-a of this chapter.

Within sixty days after such filing, or such later date as the superintendent in his discretion may determine, the federal

credit union shall take the action prescribed or authorized by the laws of the United States to effect such conversion and

there shall thereupon be filed in the office of the superintendent a copy of any consent or authorization required of such

federal credit union pursuant to the laws of the United States and the state to effect such conversion.

When the superintendent shall have approved the organization certificate and the proposed bylaws and shall have

issued the authorization certificate, as provided in article two of this chapter, the credit union shall cease to be a

federal credit union and shall thereupon be converted into a state credit union, but such federal credit union shall be

deemed to be continued for the purpose of prosecuting or defending suits and of enabling it to wind up its affairs as a

federal credit union and to dispose of and convey its property.

At the time when such conversion becomes effective, all the property of the federal credit union shall immediately by act

of law and without any conveyance or transfer become the property of the state-chartered credit union and the state-

chartered credit union shall succeed to all the rights, obligations and relations of the federal credit union.

Banking § 487. Conversion of a credit union into a federal credit union.

Any credit union may convert itself into a federal credit union. A meeting of the shareholders of the credit union shall be

held upon not less than ten days' written notice to each shareholder, either served personally or mailed to him or her at

his or her last known address and containing a statement of the time, place and purpose of such meeting. Proof by

affidavit of due service of such notice shall be filed in the office of the credit union before or at the time of such meeting.

At such meeting, a majority of the shareholders represented at the meeting may, by an affirmative vote in person or by

proxy, authorize the conversion of such credit union into a federal credit union. A copy of the minutes of such meeting,

certified by the presiding officer and by the secretary of the meeting, shall be filed in the office of the superintendent

within two days thereafter.

Within sixty days after the date of such meeting, or such later date as the superintendent in his discretion may determine,

the credit union shall take such action, in the manner prescribed or authorized by the laws of the United States, as shall

make it a federal credit union and shall thereupon file in the office of the superintendent a copy of the charter or

authorization issued to it. Upon such filing the credit union shall cease to be a corporation under the laws of this state,

except that its corporate existence shall continue for the purpose of prosecuting or defending suits and of enabling it to

wind up its affairs as a state credit union and to dispose of and convey its property. At the time when such conversion

becomes effective, all of the property of the state credit union shall immediately by act of law and without any

conveyance or transfer become the property of the federal credit union and the federal credit union shall thereupon

succeed to all the rights, obligations and relations of the state credit union.

Banking § 487-a. Conversion of a credit union into a mutual savings bank.

1. Any credit union having its place of business in this state may convert to a mutual savings bank, subject to the

requirements and procedures set forth in the laws and regulations governing mutual savings banks.

2. A proposal for a conversion described in this section shall first be approved, and a date set for a vote thereon by the

members (either at a meeting to be held on that date or by written ballot to be filed on or before that date), by a

majority of the directors of the credit union. Approval of the proposal for conversion shall be by the affirmative vote of a

majority of the members of the credit union who vote on the proposal.

3. A credit union that proposes to convert to a mutual savings bank under this section shall submit notice to each of its

members who is eligible to vote on the matter of its intent to convert. Such notice must adequately describe the

purpose and subject matter of the vote to be taken at the meeting or by submission of a written ballot. Such notice

shall be submitted:

a. ninety days before the date of the member vote on the conversion;

b. sixty days before the date of the member vote on the conversion; and

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c. thirty days before the date of the member vote on the conversion.

The notice submitted thirty days before the date of the member vote on the conversion shall contain a written ballot,

and shall clearly inform the member that the member may vote at the meeting or by submitting the written ballot.

Such notice also shall state the date, time and place of the meeting.

4. The superintendent shall require a credit union that proposes to convert to a mutual savings bank under this section to

submit a notice to the superintendent of its intent to convert during the ninety- day period preceding the date of the

completion of the conversion, accompanied by an investigation fee as prescribed pursuant to section eighteen-a of

this chapter.

5. No director or senior management official of a credit union may receive any economic benefit in connection with a

conversion of the credit union as described in this section, other than:

a. director fees; and

b. compensation and other benefits paid to directors or senior management officials of the converted institution in the

ordinary course of business.

c. For purposes of this subdivision, the term "senior management official" means a chief executive officer, an assistant

chief executive officer, a chief financial officer, and any other senior executive officer as defined by the appropriate

federal banking agency pursuant to section 32(f) of the Federal Deposit Insurance Act, 12 U.S.C. 1831i(f).

6. The member vote concerning charter conversion under this section shall be verified by the superintendent. If the

superintendent disapproves of the methods by which the member vote was taken or procedures applicable to the

member vote, the member vote shall be taken again, as directed by the superintendent.

7. Upon completion of a conversion described in this section, the credit union shall no longer be subject to any of the

provisions of this article. When the superintendent shall have approved the organization certificate and the proposed

bylaws and shall have issued the authorization certificate, as provided in article six of this chapter, the credit union

shall cease to be a credit union and shall thereupon be converted into a mutual savings bank; provided, however,

that such credit union shall be deemed to be continued for the purpose of prosecuting or defending suits and

of enabling it to wind up its affairs as a credit union and to dispose of and convey its property. At the time when such

conversion becomes effective, all the property of the credit union shall immediately by act of law and without any

conveyance or transfer become the property of the mutual savings bank and the mutual savings bank shall succeed

to all the rights, obligations and relations of the credit union.

North Carolina § 54-109.95. Conversion of charter.

(a) A credit union chartered under the laws of this State may be converted to a credit union chartered under the laws of

any other state or under the laws of the United States, subject to regulations issued by the Administrator of the Credit

Union Division.

(b) A credit union chartered under the laws of the United States or of any other state may convert to a credit union

chartered under the laws of this State. To effect such a conversion, a credit union must comply with all the

requirements of the jurisdiction under which it was originally chartered and the requirements of the Administrator of

Credit Unions and file proof of such compliance with said Administrator.

North Dakota §6-06-35. Conversion from state to federal credit union and from federal to state credit union and from state credit union to

building and loan association.

1. A state credit union may be converted into a federal credit union under the laws of the United States by complying with

the following requirements:

a. The proposition for such conversion must first be approved, and a date set for a vote thereon by the members either

at a meeting to be held on such date or by written ballot to be filed on or before such date, by a majority of the

directors of the state credit union. Written notice of the proposition and of the date set for the vote must then be

delivered in person to each member or mailed to each member at the address for such member appearing on the

records of the credit union, not more than thirty nor less than seven days prior to such date. Approval of the

proposition for conversion must be by the affirmative vote of two-thirds of the members present at the meeting.

b. A statement of the results of the vote, verified by the affidavits of the president or vice president and the secretary,

must be filed with the state credit union board within ten days after the vote is taken.

c. Promptly after the vote is taken and in no event later than ninety days thereafter, if the proposition for conversion was

approved by such vote, the credit union shall take such action as may be necessary under the applicable federal

law to make it a federal credit union, and within ten days after receipt of the federal credit union charter there must

be filed with the state credit union board a copy of the charter thus issued. Upon such filing, the credit union must

cease to be a state credit union.

d. Upon ceasing to be a state credit union, such credit union is no longer subject to any of the provisions of the North

Dakota credit union law. The successor federal credit union is vested with all of the assets and shall continue to be

responsible for all of the obligations of the state credit union to the same extent as though the conversion had not

taken place.

2. a. A federal credit union, organized under the laws of the United States may be converted into a state credit union by:

(1) Complying with all federal requirements requisite to enabling it to convert to a state credit union or to cease

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being a federal credit union;

(2) Filing with the state credit union board proof of such compliance, satisfactory to the commissioner;

(3) Filing with the commissioner an organization certificate and bylaws, both in triplicate, as required by section 6-06-

02; and

(4) Granting discretionary authority to the commissioner to conduct an examination prior to the conversion date.

The commissioner shall set fees for such examination at an hourly rate sufficient to cover all reasonable expenses of

the department of financial institutions associated with the examination. Fees must be collected by the

commissioner, transferred to the state treasurer, and deposited in the financial institutions regulatory fund.

b. When the commissioner has been satisfied that all of such requirements and all other requirements of the North

Dakota law have been complied with, the commissioner shall notify the applicants and the state credit union board

of that fact, and the board shall instruct the secretary of state to issue a charter in accordance with section 6-06-02.

Upon issuance of the charter, the federal credit union shall become a state credit union and ceases to be a federal

credit union. The state credit union is vested with all of the assets and shall continue to be responsible for all of the

obligations of the federal credit union to the same extent as though the conversion had not taken place.

3. After July 31, 2009, a state credit union may convert to a building and loan association by complying with the following

requirements:

a. The proposal for a conversion first must be approved and a date set for a vote on the proposal by the members

either at a meeting to be held on such date or by written ballot to be filed on or before such date by a majority of

the directors of the credit union. Approval of the proposal for the conversion must be by the affirmative vote of two-

thirds of the members voting.

b. A state credit union that proposes to convert to a building and loan association shall submit notice to each of the

credit union's members who are eligible to vote on the matter of the credit union's intent to convert:

(1) Ninety days before the date of the member vote on the conversion;

(2) Sixty days before the date of the member vote on the conversion; and

(3) Thirty days before the date of the member vote on the conversion.

c. A state credit union that proposes to convert to a building and loan association shall submit a notice to the state

credit union board of the credit union's intent to convert at least ninety days before the date of the completion of

the conversion.

d. Upon completion of a conversion, the state credit union is no longer subject to any of the provisions of this chapter.

e. A director or senior management official of a state credit union may not receive any economic benefit in

connection with a conversion of the state credit union other than reasonable director fees and reasonable

compensation and other benefits paid to directors or senior management officials of the converted institution in the

ordinary course of business. As used in this subdivision, the term senior management official means a chief executive

officer, an assistant chief executive officer, a chief financial officer, and any other senior executive officer as may be

defined by the state credit union board.

f. Before January 1, 2009, the state credit union board shall adopt rules applicable to state credit union conversion to a

building and loan association which are consistent with the conversion rules of the national credit union

administration.

g. The commissioner shall review the methodology by which the conversion member vote was taken and procedures

applicable to the member vote. The commissioner shall report the commissioner's findings to the state credit union

board. If the commissioner or the state credit union board disapproves of the methods by which the conversion

member vote was taken or procedures applicable to the member vote, the member vote must be retaken as

directed by the commissioner or the state credit union board.

Ohio

§1733.341 Conversions.

Any credit union operating under this chapter may convert to a federally chartered credit union and any federally

chartered credit union operating in this state may convert to a credit union organized under this chapter upon

compliance with applicable state and federal laws, rules, and regulations.

Any production credit association organized under the "Farm Credit Act of 1971," 85 Stat. 583, 12 U.S.C.A. 2091 to 2097,

may convert to a credit union organized under this chapter upon compliance with applicable state and federal laws

and regulations and with the approval of the superintendent of credit unions.

Oklahoma

O.S. §, 2021. Conversion of Credit Unions

A credit union chartered under the laws of the State of Oklahoma may be converted to a state credit union under the

laws of any other state, or to a federal credit union either within or without the State of Oklahoma. A credit union

chartered under the laws of the United States or any other state may convert to a credit union under the laws of the State

of Oklahoma. To effect such a conversion a credit union must comply with all requirements of the authority under which it

was originally chartered and the requirements of the State Credit Union Board and file proof of such compliance with the

State Credit Union Board.

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Oregon

§723.686 Conversion of charter.

(1) A credit union chartered under the laws of this state may be converted to a credit union chartered under the laws of

the United States, subject to the approval of the National Credit Union Administration.

(2) A credit union chartered under the laws of the United States may convert to a credit union chartered under the laws of

this state subject to approval of the Director of the Department of Consumer and Business Services.

Pennsylvania

§ 1101. Conversion into Federal credit union.

(a) General rule.--A credit union may be converted into a Federal credit union by complying with the following

requirements:

(1) The proposition for such conversion shall first be approved by a majority vote of the directors of the credit union

who shall also set a date for the vote thereon by the members. The vote of the members shall be conducted at a

meeting held on such date, or by written ballot if the bylaws so provide to be filed on or before such date. Notice

of the proposition and of the date set for the vote shall be given each member not more than 30 nor less than ten

days prior to such date. Approval of the proposition shall be by the affirmative vote of a majority of the members

voting, in person or in writing, either at a meeting of the credit union or through a mail ballot vote. In order for a

vote to be considered valid, there must be a quorum established. In the case of a meeting of the credit union, a

quorum shall be established by the presence of at least 10% of the credit union's membership. In the case of a

mail ballot vote, a quorum shall be established by the written response of at least 10% of the credit union's

membership.

(2) A statement of the result of the vote, certified by an officer of the credit union, shall be filed with the department

within ten days after the vote is taken.

(3) Promptly after the vote is taken and in no event later than 90 days thereafter, if the proposition for conversion was

approved, the credit union shall take such action as may be necessary under the applicable laws of the United

States to make it a Federal credit union, and, within ten days after receipt of the Federal credit union charter, it

shall file a copy of the charter thus issued with the Department of State which shall furnish a copy thereof to the

department. Upon such filing with the Department of State, the credit union shall no longer be subject to any of

the provisions of this title. The successor Federal credit union shall be vested with all of the assets and shall

continue to be responsible for all of the obligations of the credit union thus converted to the same extent as

though the conversion had not taken place.

(b) Cross reference.--See 15 Pa.C.S. § 134 (relating to docketing statement).

§ 1102. Conversion from Federal credit union.

(a) General rule.--A Federal credit union may be converted into a credit union subject to the provisions of this title by:

(1) Complying with all Federal requirements requisite to enabling it to convert to a credit union or to cease being a

Federal credit union.

(2) Filing with the department proof of compliance with such Federal requirements in form satisfactory to the

department.

(3) Filing with the department, together with such reasonable fees as shall be established by the department,

including an application fee and fees for such examination and such investigation as it may deem necessary,

articles of conversion which shall set forth:

(i) The proposed name of the converted credit union.

(ii) The exact location of the principal place of business of the credit union into which the Federal credit union

plans to become converted.

(iii) The number, names and addresses of the persons to be the first directors of the converted credit union.

(iv) All other statements required by this title to be set forth in original articles of incorporation in the case of

the formation of a credit union in so far as such information is applicable to a Federal credit union

proposing to become converted into a credit union.

(b) Department review.--Immediately upon the receipt of the articles of conversion, the department shall conduct such

examination as may be deemed necessary to ascertain from the best sources of information at its command:

(1) Whether the name of the proposed credit union conforms with the requirements of law for the name of a credit

union and whether it is the same as one already adopted or reserved by another person or is so similar thereto that

it is likely to mislead the public.

(2) Whether the conversion is made for legitimate purposes.

(3) Whether the interests of members and creditors are adequately protected.

(4) Whether the proposed credit union meets all of the requirements of this title and violates none of its prohibitions

applicable to a credit union incorporated under this title.

(5) Whether the Federal credit union has complied with the requirements of the laws of the United States as they relate

to the conversion of a Federal credit union into a credit union.

Within 60 days after receipt of the articles of conversion, the department shall, upon the basis of the facts disclosed by

its investigation, either approve or disapprove such articles.

(c) Approval action.--If the department approves the forward them to the Department of State for filing. Immediately

upon receipt of the approved articles of conversion, the Department of State shall file the articles. The conversion shall

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become effective immediately upon such filing and the converted credit union shall have all the rights, privileges,

immunities and franchises of the Federal credit union, except that it shall not thereafter acquire authority to engage in

any business or exercise any right which is forbidden to a credit union when originally incorporated under this title.

(d) Disapproval action.--If the department disapproves the articles of conversion, it shall return them to the Federal credit

union desiring to become converted into a credit union stating in detail its reasons for so doing.

(e) Cross reference.--See 15 Pa.C.S. § 134 (relating to docketing statement).

Rhode Island

§ 19-5-23 Conversion.

(a) A credit union may be converted into a federal credit union, and a federal credit union may be converted into a

credit union, by complying with all the requirements of applicable federal and state law.

(b) A federal credit union shall become a credit union when its agreement to form has been approved by the director or

the director's designee under this chapter and when it has filed a copy of its agreement to form with the national

credit union administration and complied with all other requirements of federal law.

(c) A credit union shall become a federal credit union upon the granting of a federal credit union charter to it and the

completion of all other requirements of federal law necessary to be completed to become an operating federal

credit union, and upon the filing with the director or the director's designee a certified vote of the majority of the

credit union members present at a meeting called, in accordance with the credit union's by-laws, for the purpose of

considering a conversion to a federal charter. The converting credit union shall then file with the director or the

director's designee a certified copy of the federal credit union charter and shall surrender its copy of its agreement to

form, or file proof that the agreement to form has been lost.

South Carolina SECTION 34-26-1220. Conversion of credit union to organization under laws of another state or United States; requirement of

member approval.

A credit union incorporated under the laws of this State may be converted to a credit union organized under the laws of

any state or under the laws of the United States, or a credit union organized under the laws of the United States or of any

other state may convert to a credit union incorporated under the laws of this State. To effect such a conversion, a credit

union must receive the approval of a two-thirds majority of the members voting in accordance with the credit union's

bylaws on the question of a charter conversion and upon the approval of the credit union's current and future regulator.

Tennessee § 45-4-1902. Conversion of state credit union into federal credit union.

A state credit union may be converted into a federal credit union by complying with the following requirements:

(1) A majority of the directors of the state credit union shall first approve the proposition for conversion and the date set for

a vote by the members of the state credit union either at a regular meeting or by written ballot to be filed before the

date set for the vote. Written notice of the proposition and of the date set for the vote shall then be delivered in person

to each member, or mailed to each member at the address for the member appearing on the records of the credit

union, not more than thirty (30) nor less than seven (7) days prior to the date. Approval of the proposition for conversion

shall be by the affirmative vote of a majority of the members who vote on the proposal. The written notice of the

proposition shall in boldfaced type state the issue that will be decided by a majority of the members who vote;

(2) A statement of the results of the vote, verified by the affidavits of the president or vice president and of the secretary,

shall be filed with the commissioner of financial institutions within ten (10) days after the vote is taken;

(3) Promptly after the vote is taken and in no event later than ninety (90) days thereafter, if the proposition for conversion

was approved by the vote, the credit union shall take action that may be necessary under the federal Credit Union Act

to make it a federal credit union, and within ten (10) days after receipt of the federal credit union charter, there shall be

filed with the commissioner a copy of the charter thus issued. Upon filing, the credit union shall cease to be a state

credit union; and

(4) Upon ceasing to be a state credit union, the credit union shall no longer be subject to this chapter. The successor

federal credit union shall be vested with all the assets and shall continue to be responsible for all the obligations of the

state credit union to the same extent as though the conversion had not taken place.

§ 45-4-1903. Conversion of federal credit union into state credit union.

A federal credit union, organized under the federal Credit Union Act, may be converted into a state credit union

by:

(1) Complying with all federal requirements requisite to enabling it to convert to a state credit union or cease being a

federal credit union;

(2) Filing with the commissioner proof of compliance, satisfactory to the commissioner;

(3) Filing with the commissioner the articles of incorporation and bylaws required by state credit unions; and

(4) The commissioner, when satisfied that all of the requirements, and all other requirements of the state Credit Union Act

have been complied with, shall issue a certificate of approval of the charter of incorporation and of the bylaws.

Upon approval, the federal credit union shall become a state credit union as of the date it ceases to be a federal

credit union. The state credit union shall be vested with all of the assets and shall continue to be responsible for all of

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the obligations of the federal credit union to the same extent as though the conversion had not taken place.

Texas Sec. 122.201. CONVERSION OF STATE CREDIT UNION TO FEDERAL CREDIT UNION.

(a) A credit union organized under the laws of this state may convert to a credit union under the laws of the United States:

(1) on an affirmative vote by a majority of the members voting at a meeting called for that purpose; and

(2) by complying with any rule adopted by the commission to facilitate the conversion.

(b) On the issuance of a charter by the National Credit Union Administration, the credit union:

(1) ceases to be a credit union incorporated under this subtitle; and

(2) is no longer subject to the supervision and regulation of the commissioner and the department.

(c) The converted credit union shall file with the commissioner a copy of the charter issued to the credit union by the

National Credit Union Administration. Failure to file the required copy of the charter does not affect the validity of the

conversion.

Sec. 122.202. CONVERSION OF STATE CREDIT UNION TO OUT-OF-STATE CREDIT UNION.

A credit union organized under the laws of this state may convert to a credit union under the laws of another state:

(1) on an affirmative vote by a majority of the members voting at a meeting called for that purpose; and

(2) by complying with any applicable commission rule.

Sec. 122.203. CONVERSION OF FEDERAL OR OUT-OF-STATE CREDIT UNION TO STATE CREDIT UNION.

A credit union organized under the laws of the United States or of another state may convert to a credit union organized

under the laws of this state by complying with:

(1) the requirements of the jurisdiction under which the converting credit union is organized; and

(2) commission rules.

Utah Silent

Vermont § 35101. Conversions.

(a) General. The provisions of this chapter shall apply whenever a federal credit union seeks to convert to a Vermont credit

union or whenever a Vermont credit union seeks to convert to a federal credit union; provided, however, that

conversion from a Vermont credit union to a federal credit union shall be as permitted in federal law and shall not

require the Commissioner's approval, and that federal law shall be controlling to the extent the laws of this state are

inconsistent.

(b) Types of conversions. The types of conversions permitted under this chapter are as follows:

(1) Conversion from a federal credit union to a Vermont credit union; and

(2) Conversion from a Vermont credit union to a federal credit union.

(c) Manner of conversion. Any credit union may convert under this chapter in the following manner:

(1) The governing body of the credit union shall approve the plan of conversion by at least a majority vote, unless a

higher percentage is required by the credit union's organizational documents.

(2) The approved plan of conversion, together with a certified copy of the authorizing resolution adopted by the

governing body of the credit union, shall be submitted to the Commissioner for approval pursuant to the

requirements and procedures of subchapter 8 of chapter 220 of this title, except as provided in subsection (a) of

this section.

(3) The plan of conversion, as approved by the Commissioner, shall be submitted to members of the credit union for

their approval at an annual meeting or at a special meeting called for that purpose.

(4) The approved plan shall be finalized as provided in subsection 35101(f) of this section.

(d) Contents of plan of conversion. The plan of conversion shall include:

(1) The name of the credit union and its location;

(2) The type of credit union that the resulting credit union is to be;

(3) A method and schedule for terminating any nonconforming activities that would result from such conversion;

(4) A statement of the competitive impact resulting from such conversion, including the loss of particular financial

services in the market area resulting from such conversion;

(5) A statement that the conversion is subject to approval of the Commissioner, except for conversions from a

Vermont credit union to a federal credit union;

(6) A statement that the conversion is subject to approval of the credit union's members; and

(7) Such additional information as the Commissioner may require.

(e) Member voting requirements. A majority of the members of the credit union casting votes at a duly called and noticed

meeting, unless a higher percentage is required by the credit union's organizational documents, is necessary to

approve the plan of conversion at the meeting. For purposes of this section, written notice must be delivered in person

to each member or mailed to each member at the address for such member appearing on the records of the credit

union, not more than 30 days nor less than seven days prior to the date of the meeting. Notice may be given

electronically if the member has specifically requested or consented to electronic notification of meetings. An

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affirmative vote constitutes approval of the adoption of any amendments to the organizational documents of the

credit union that are necessary to effect the transaction.

(f) Finalizing the plan of conversion. Except as provided in subsection (g) of this section, the credit union shall effect its

conversion as follows:

(1) Upon approval by the members, the credit union shall submit the executed conversion plan to the Commissioner,

together with all necessary amendments to the credit union's organizational documents, each certified by an

officer of the credit union.

(2) The commissioner shall issue to the resulting credit union a certificate specifying the name of the converting credit

union and the name and organizational structure of the resulting credit union. The resulting credit union shall file

one copy of the certificate issued by the Commissioner with the Secretary of State for recording. The certificate

shall be conclusive evidence of the conversion and the correctness of all proceedings relating to the conversion

in all courts and places. The certificate may be filed in any land records office to evidence the new name in

which property of the converting credit union is to be held.

(3) Unless a later date is specified in the conversion plan, the conversion becomes effective upon filing of the

certificate as provided in subdivision (2) of this subsection, and the former charter of the converting credit union

shall terminate automatically. The Commissioner may file or order any credit union to file conforming documents

with the Secretary of State.

(g) Completion of conversion into federal credit union. Upon completion of a conversion into a federal credit union, the

federal credit union shall certify in writing to the Commissioner and the Secretary of State that the conversion has

been completed under applicable federal law. The charter of the converting credit union shall terminate

automatically upon issuance of the federal credit union charter.

(h) If the Commissioner disapproves the conversion plan, the Commissioner shall state the reasons for the disapproval in

writing and furnish them to the credit union. The credit union shall be given a reasonable opportunity to amend the

plan to eliminate the reasons for disapproval.

(i) Authority for expedited conversion. Notwithstanding any other section of law or any organizational document of the

credit union, the Commissioner may order that a charter conversion become effective immediately when the

Commissioner finds it is necessary for the protection of members or the public.

(k) Regulations of the Commissioner. The Commissioner shall issue such regulations governing the conversion of a credit

union organized under this chapter to a federal credit union and the conversion of a federal credit union to a credit

union organized under this chapter as the Commissioner deems necessary or appropriate.

§ 35102. Conversion of a credit union to a mutual financial institution or a cooperative financial institution.

(a) In addition to the provisions of chapter 206 of this title, a credit union may convert to a mutual or cooperative financial

institution if all of the following are met:

(1) At least 30 days before the governing body votes on a plan of conversion under subdivision (2) of this subsection,

the governing body shall give written notice to the members that it is considering a conversion. The governing

body shall mail the notice to the members and shall not include any other mailing with the notice. The notice shall

include all of the following:

(A) A brief statement of why the governing body is considering the conversion;

(B) A brief statement of the major positive and negative effects of the proposed conversion; and

(C) A request for members' written comments on the proposed conversion.

(2) The governing body must approve of the plan of conversion and file the plan of conversion with the

commissioner. An affirmative vote of two-thirds of the entire governing body is required to approve a plan of

conversion. The plan of conversion shall meet all of the following:

(A) The conversion plan discloses to the members information concerning the advantages and disadvantages of

the proposed conversion and contains a statement indicating any material differences in powers between a

credit union and a mutual or cooperative financial institution.

(B) The conversion is not intended to circumvent a pending supervisory action initiated by the Commissioner or

another regulatory agency because of a concern over the safety and soundness of the credit union.

(C) The conversion plan does not provide any official of the converting credit union with any remuneration or other

economic benefit in connection with the conversion.

(D) After conversion, the mutual or cooperative financial institution is likely to be economically viable.

(3) The governing body shall call a special meeting of the members to vote on the conversion plan and shall mail to

each member a notice of the meeting and proposed conversion 60 days before the date of the special meeting.

The notice shall include all of the following:

(A) A summary of the positive and negative effects of the proposed conversion;

(B) A statement that the directors will not receive any remuneration or other economic benefit in connection with

the conversion of the credit union;

(C) A statement that any interested person may obtain more detailed information about the conversion from the

credit union at its principal place of business or by any method approved in advance by the Commissioner;

(D) A statement that the governing body may substantively amend the proposed plan of conversion before the

special meeting based on comments from regulatory authorities or any other reason, and that the governing

body may terminate the proposed plan of conversion;

(E) Instructions for obtaining a copy of the conversion plan;

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(F) The date of the special meeting and a statement that the vote on the conversion will close on that date; and

(G) Any other information required by the Commissioner.

(4) Thirty days before the special meeting of the members, the governing body shall mail a notice of the meeting and

proposed conversion to each member. The notice shall include all of the information described in subdivision (3) of

this subsection for the 60-day notice and shall include the date, time, and place of the special member meeting, a

ballot and postage-paid return envelope, and a summary of the methods permitted for casting votes.

(5) If the governing body substantively amends the plan of conversion, at least 30 days before the vote of the

members on the plan, the governing body shall mail a notice to each member. The notice shall contain the

information concerning the amended plan of conversion described in subdivision (3) of this subsection for a notice

under that subdivision.

(6) At the special meeting of members, the members, by a two-thirds vote of members voting, must approve of the

conversion and the plan of conversion. A member may vote in person or by mail. With the prior approval of the

Commissioner, a credit union may accept member votes by an alternative method that is reasonably calculated

to ensure each member has an opportunity to vote.

(7) The credit union shall file with the Commissioner all of the following:

(A) Certified copies of records of all proceedings held by the governing body and members of the credit union;

(B) Copies of member comments submitted to the credit union under subdivision (1)(C) of this subsection;

(C) If such consent or approval is required, a certified copy of the consent or approval of any state or federal

regulatory authority with jurisdiction over the mutual or cooperative financial institution after the conversion

and, if a holding company is to be formed in connection with the conversion, the regulations of the federal

reserve board of governors or of the office of thrift supervision applicable to holding companies; and

(D) Verification that deposits in the converted mutual or cooperative financial institution qualify for federal

insurance.

(b) If the requirements of this section are met and the Commissioner determines that the notices to members were

accurate, timely, and not misleading, and that conduct of the vote on the conversion plan was fair and lawful, the

Commissioner shall approve the conversion, and the conversion shall be effective.

(c)Except as otherwise required by the Commissioner, this section does not apply to a credit union that submitted to the

Commissioner a plan of conversion to a mutual or cooperative financial institution before the effective date of this

part.

(d) In the event of any conflict between the provisions of this section and the provisions of chapter 206 of this title, the

provisions of this section shall govern.

Virginia § 6.2-1346. Conversion of federal credit union to state credit union.

A credit union organized under the laws of the United States and authorized to do business in the Commonwealth may

convert to a credit union organized under the laws of the Commonwealth by the following procedure:

1. The directors of the federal credit union shall organize a corporation under this chapter and the Virginia Nonstock

Corporation Act (§ 13.1-801 et seq.) for the purpose set forth in § 6.2-1320;

2. The new corporation shall apply for a certificate of authority to do business as a credit union as provided in § 6.2-1321;

3. The federal credit union shall follow the procedures set forth in § 125 (a), of the Federal Credit Union Act (12 U.S.C. §

1771), as it now exists or may hereafter be amended, for conversion;

4. Upon completion of the requirements of the Federal Credit Union Act, the authorized officers of the federal credit

union shall execute a certificate setting forth the procedures followed, the number of members eligible to vote and

the number voting in favor of the plan of conversion and file said certificate with the Commission; and

5. When the Commission has determined that all of the requirements of this section have been complied with, and that

the criteria of § 6.2-1321 have been met, the Commission shall authorize the state-chartered credit union to

commence business as of the date it ceases to be a federal credit union. The successor state-chartered credit union

shall be vested with all of the assets and shall continue to be responsible for all of the obligations of the federal credit

union to the same extent as though the conversion had not taken place.

§ 6.2-1347. Conversion of state credit union to federal credit union.

A state credit union may convert to a federal credit union by the following procedure:

1. At any meeting of the members called and held in accordance with the Virginia Nonstock Corporation Act (§ 13.1-

801 et seq.) to consider such action, the members, by an affirmative vote of those holding and voting two-thirds of

the votes present in person or by proxy, may resolve to convert the credit union into a federal credit union;

2. A copy of the minutes of the meeting duly certified by the authorized officer of the credit union shall be transmitted to

the Commission;

3. The state credit union shall take such action as is necessary under § 125 (b) of the Federal Credit Union Act (12 U.S.C.

§ 1771), as it now exists or may hereafter be amended, to make it a federal credit union;

4. It shall file with the Commission a certified copy of the organization certificate approved by the National Credit Union

Administration Board; and

5. Upon receipt of the organization certificate the state credit union shall become a federal credit union which shall be

vested with all of the assets and shall continue to be responsible for all of the obligations of the state credit union to

the same extent as though the conversion had not taken place.

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§ 6.2-1347.1. Conversion to a state mutual savings institution.

A. A state credit union is authorized to convert to a mutual savings institution organized under Chapter 11 (§ 6.2-1100 et

seq.) of this title.

B. As a condition to converting to a mutual savings institution, a credit union shall comply with the following requirements:

1. At least 60 days prior to a final vote by the board of directors to formally adopt a conversion proposal, the credit

union shall send notice to the Commissioner and each member advising that the board is considering a possible

conversion to a mutual savings institution. Such notice also shall be (i) published concurrently in a newspaper of

general circulation in the credit union's service area; (ii) posted on the credit union's website; and (iii) posted in a

conspicuous place in the lobby of each of the credit union's offices. The notice shall, at a minimum, contain the

following information:

a. A prominent legend in bold-face type that advises the members of a potential conversion;

b. The electronic availability of information related to a potential conversion;

c. A telephone number and e-mail address that members may use to request copies of the potential conversion

information that is available by electronic means;

d. The ability of members to submit written comments on the potential conversion; and

e. A clear, concise, and impartial description of the potential conversion to be considered by the board.

2. The credit union shall post information related to a potential conversion on the credit union's principal Internet web

site at least 60 days prior to a vote by the board of directors to adopt a proposal of conversion. The posted

information shall, at a minimum, discuss:

a. The business purposes that might be accomplished by a conversion;

b. The differences between and similarities of a credit union and a mutual savings institution;

c. An estimate of the anticipated conversion expenses;

d. The methods by which a member may request a copy of the posted information;

e. The method and timeline for members to submit written comments on the potential conversion; and

f. The process that will be followed if the board formally adopts a conversion proposal.

3. The board shall provide members a reasonable opportunity to submit written comments relating to a potential

conversion. The board may hold a special meeting to receive member input regarding the potential conversion. It is

within the board's discretion to determine the type, number, duration, and location of any special meeting. Before

taking a final vote on a conversion proposal, the board shall review and consider all written comments and any other

member input received at any special meeting. The conversion resolution shall state that the board has reviewed

and considered all such comments and input and has determined affirmatively that the conversion is in the best

interests of the members.

4. Subsequent to the written comment period, the credit union shall adopt, by the affirmative vote of at least a majority

of the members of its board of directors, a conversion proposal consistent with this section. The credit union shall

notify the Commissioner of the board's approval of the proposal, and shall file an application in accordance with §

6.2-1118 and pay the accompanying fee in accordance with § 6.2-1202. In addition, the credit union shall send to

the Commissioner as soon as reasonably practical (i) a budget of the anticipated conversion expenses including

legal, postage and mailing, advertising, printing, consulting fees, examination and operating fees, and any overtime

or other employee compensation to be paid exclusively as a result of the conversion and (ii) any other information

reasonably requested by the Commissioner.

5. At least 30 days prior to a vote by the members to formally adopt the conversion proposal, the credit union shall mail

to each member a notice of a meeting of the members to consider the conversion proposal, advising the members

of the board's adoption of the conversion proposal. The notice must include a prominent statement that the

conversion will be decided by a vote of members eligible to vote on the proposal under the credit union's bylaws

and that the affirmative votes of two-thirds of those eligible members voting are required for approval unless the

articles of incorporation require a greater or lesser vote in which case the notice shall specify that percentage.

However, in no case shall the percentage vote be less than a majority of the members voting notwithstanding what is

specified in the articles of incorporation. The notice shall clearly inform the members that they may vote at the

members' meeting on the proposal or submit the written ballot included with the notice. Each eligible member is

entitled to one vote. With the notice, members shall be provided plain language disclosures of material facts and

information to be used as a basis for reaching an informed decision to vote on the conversion, including but not

limited to a summary of all information required by subdivision B 2. The disclosures shall be submitted to the

Commissioner. The Commissioner may suggest changes in the disclosures prior to the documents being mailed to

members.

6. A director, officer, committee member, agent, or senior management employee of the credit union, and immediate

family members of any such individuals, shall not, directly or indirectly, receive a fee, commission, or other

consideration, other than that person's usual salary or compensation, for aiding, promoting, or assisting in a

conversion under this section. A violation of this subdivision shall constitute a prima facie violation of subsection A of §

13.1-870.

7. The corporate existence of a credit union converting under this section shall continue in its successor. Each member

shall be entitled to receive a share or deposit account or accounts in the converted institution equal in amount to

the value of accounts held in the former credit union subject to any lien or right of offset held by the credit union.

8. The Commission shall approve the conversion if all of the conditions required by this section and § 6.2-1118 have

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been met, unless the Commission determines that, because of a concern over the safety and soundness of the credit

union, the conversion is not in the best interest of the credit union or its members.

9. The eligible and voting members of the credit union must approve the conversion proposal by a two- thirds

affirmative vote of those voting, or such greater or lesser vote provided for under the articles of incorporation, but in

no event less than a majority of the members voting notwithstanding what the articles of incorporation may specify.

Such vote shall be by secret ballot and shall be conducted by an independent entity, which may be such credit

union's legal or accounting firm.

10. Following approval of the conversion by the members, the conversion shall become effective when (i) the

Commission shall have approved it and (ii) any amendment of the articles of incorporation of the credit union

necessary to effect the conversion shall have become effective.

C. If any requirements for notice, meetings, voting or other requirements in this section are inconsistent with the Virginia

Nonstock Corporation Act (§ 13.1-800 et seq.), the provisions of this section shall control.

Washington

RCW 31.12.464 Merger or conversion of state into federal, out-of-state, or foreign credit union, or other type of financial

institution.

(1) A credit union may merge or convert into a federal credit union as authorized by the federal credit union act. The

merger or conversion must be approved by a majority vote of those credit union members voting at a membership

meeting, unless the credit union prescribes in its bylaws a higher percentage approval vote than a simple majority.

(2) If the merger or conversion is approved by the members, a copy of the resolution certified by the secretary must be

filed with the director within ten days of approval. The board may effect the merger or conversion upon terms agreed

by the board and the federal regulator.

(3) A certified copy of the federal credit union charter or authorization issued by the federal regulator must be filed with

the director and thereupon the credit union ceases to exist except for the purpose of winding up its affairs and

prosecuting or defending any litigation by or against the credit union. For all other purposes, the credit union is

merged or converted into a federal credit union and the credit union may execute, acknowledge, and deliver to the

successor federal credit union the instruments of transfer, conveyance, and assignment that are necessary or

desirable to complete the merger or conversion, and the property, tangible or intangible, and all rights, titles, and

interests that are agreed to by the board and the federal regulator.

(4) Mergers and conversions are effective after all applicable regulatory waiting periods have expired and upon filing of

the credit union's articles of merger or articles of conversion, as appropriate, 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.

(5) Procedures, similar to those contained in subsections (1) through (4) of this section, prescribed by the director must be

followed when a credit union merges or converts into an out-of-state or foreign credit union, or other type of financial

institution.

RCW 31.12.467 Merger or conversion of federal, out-of-state, or foreign to state credit union.

(1) A federal credit union located and conducting business in this state may merge or convert into a credit union

organized and operating under this chapter.

(2) In the case of a conversion, the board of the federal credit union shall file with the director proposed articles of

incorporation and bylaws, as provided by this chapter for organizing a new credit union. If the conversion is approved

by the director, the federal credit union becomes a credit union under the laws of this state.

(3) The assets and liabilities of the federal credit union will vest in and become the property of the successor credit union

subject to all existing liabilities against the federal credit union. Members of the federal credit union may become

members of the successor credit union.

(4) Mergers and conversions are effective after all applicable regulatory waiting periods have expired and upon filing of

the federal credit union's articles of merger or articles of conversion, as appropriate, 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.

(5) Procedures, similar to those contained in subsections (1) through (4) of this section, prescribed by the director must be

followed when an out-of-state or foreign credit union wishes to merge or convert into a credit union organized and

operating under this chapter.

West Virginia §31C-10-3. Conversion.

(a) A credit union incorporated under the laws of this state may be converted to a credit union organized under the laws

of any other state or under the laws of the United States by complying with the following requirements:

(1) The proposition for the conversion shall first be approved and a date set for a vote thereon by the members (either

at a meeting to be held on such date or by written ballot to be filed on or before such date) by a majority of the

directors of the West Virginia state credit union. Written notice of the proposition and of the date set for the vote

shall then be delivered in person to each member, or mailed to each member at the address for such member

appearing on the records of the credit union, not more than sixty or less than fourteen days prior to such date.

Approval of the proposition for conversion shall be by the affirmative vote of two thirds of the members voting in

person or in writing;

(2) A statement of the results of the vote, verified by the affidavits of the president or vice president and the secretary,

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shall be filed with the commissioner of banking within ten days after the vote is taken; however, no West Virginia

state-chartered credit union may convert its charter to that of another state unless: (i) The conversion is approved

by the commissioner of banking in writing after notice; (ii) the other state allows conversions of its credit unions to a

West Virginia state charter on a reciprocal basis; and (iii) the majority, or in the event the credit union operates

offices in more than two states, the plurality, of the credit union's members are residents of that other state. To the

extent that an out-of- state credit union created by conversion seeks to conduct business through a branch or

service facility in West Virginia, the provisions of section six, article two of this chapter shall apply;

(3) Promptly after the commissioner of banking has approved the conversion in writing, and in no event later than

ninety days thereafter, the credit union shall take such action as may be necessary under the applicable federal or

state law to make it a federal credit union or credit union of another state and within ten days after receipt of the

federal credit union charter or out-of-state credit union charter there shall be filed with the commissioner of banking

a copy of the charter thus issued. Upon such filing, the credit union shall cease to be a West Virginia state-chartered

credit union;

(4) The successor federal credit union or out-of-state chartered credit union shall be vested with all the assets and shall

continue to be responsible for all of the obligations of the West Virginia state credit union to the same extent as

though the conversion had not taken place.

(b) A credit union organized under the laws of the United States or of any other state may convert to a credit union

incorporated under the laws of this state. To effect a conversion, a credit union must comply with all the requirements

of the jurisdiction under which it was originally organized and the requirements of the laws and rules of this state and

file proof of compliance with the commissioner. The commissioner shall generally treat the conversion to a West

Virginia state-chartered credit union as a formation of a new credit union pursuant to article two of this chapter and

the procedures and requirements therein shall be followed to the extent applicable.

Wisconsin § 186.314 Conversion.

(1m) To federal credit union. A credit union may convert to a federal credit union by complying with the following:

(a) The proposition for a conversion shall first be approved by unanimous recommendation of the directors of the

credit union. The directors shall set a date for a vote by the members on the conversion. Written notice specifying

the reason for conversion and the date set for the vote shall be delivered in person or mailed to each member at

the address appearing on the records of the credit union, not more than 45 days nor less than 15 days before the

meeting. A majority of the members voting, in person or in writing, may approve the proposition for conversion,

provided not more than 15 members or 10% of the total membership, whichever is greater, object by written

notice.

(b) A statement of the results of the vote, verified by the affidavits of the chairperson or the vice chairperson and the

secretary, shall be filed with the office of credit unions within 10 days after the vote is taken.

(c) Within 90 days after the date on which the proposition for conversion is approved, the credit union shall take the

necessary action under 12 USC 1771 (b) to make it a federal credit union. Within 10 days after receipt of the

federal credit union charter, the credit union shall file a copy of the charter with the office of credit unions. Upon

filing, the credit union shall cease to be a state credit union.

(d) Upon ceasing to be a state credit union, the credit union shall no longer be subject to this chapter. The successor

federal credit union shall be vested with all the assets and shall continue to be responsible for all of the obligations

of the state credit union to the same extent as though the conversion had not taken place.

(2m) To savings bank or state bank.

(a) In this subsection:

1. "Savings bank" has the meaning given in s. 214.01 (1) (t) and includes a mutual savings bank and a stock savings

bank as well as a savings bank that is a subsidiary of, or is otherwise controlled by, a savings bank holding

company.

2. "Savings bank holding company" has the meaning given in s. 214.01 (1) (tm).

3. "State bank" means a bank organized under ch. 221.

(b) A credit union may convert to a savings bank or state bank by complying with pars. (c) to (e).

(c) The proposition for a conversion shall first be approved by a majority recommendation of the directors of the

credit union. After the board of directors approves the conversion proposal, the directors shall, by a majority vote

of the directors, set a date for a meeting of credit union members to vote on the conversion. Credit union

members may also vote by written ballot to be filed on or before the meeting date. Written notice stating the

credit union's intent to convert to a savings bank or state bank shall be sent to each member at the member's

address appearing on the records of the credit union. This notice shall be sent to each credit union member 3

times, once not more than 95 calendar days nor less than 90 calendar days before the date of the meeting to

vote on the conversion, once not more than 65 calendar days nor less than 60 calendar days before the date of

the meeting to vote on the conversion, and once not more than 35 calendar days nor less than 30 calendar days

before the date of the meeting to vote on the conversion. A ballot may be included in the same envelope as the

3rd notice. Each notice shall adequately describe the purpose and subject matter of the vote to be taken at the

meeting set by the board of directors or by submission of a written ballot. Each notice shall clearly inform

members that they may vote at the meeting or by submitting the written ballot. Each notice shall state the date,

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time, and place of the meeting. If a written ballot is included with the 3rd notice, the 1st and 2nd notices shall

state in a clear and conspicuous manner that a written ballot will be mailed together with another notice

between 30 and 35 days before the date of the membership vote on conversion. If a written ballot is included in

the same envelope with the 3rd notice, the 3rd notice shall so state in a clear and conspicuous manner.

Approval of the proposition for conversion shall be by affirmative vote, in person or in writing, of a majority of the

credit union members voting at the meeting or by written ballot.

(d) A credit union that proposes to convert to a savings bank or state bank under this subsection shall file with the

office of credit unions a notice of its intent to convert and, within 10 days after the member vote on the

conversion under par. (c), a statement of the results of the member vote. If the credit union members vote to

approve the proposition for conversion, the member vote shall be verified by the office of credit unions.

(e) Upon approval by the credit union members of the proposition for conversion under par. (c), the credit union shall

take all necessary action under ch. 214 or 221 to complete the conversion to a savings bank or state bank. Within

90 days after receipt from the division of banking of a certificate of incorporation as a savings bank or state bank,

the credit union shall file a copy of the certificate with the office of credit unions and the office of credit unions

shall issue to a converting credit union a certificate of conversion to a savings bank or state bank.

(f) Upon conversion, the credit union shall cease to be a credit union, shall be a savings bank or state bank, shall no

longer be subject to this chapter, and shall be subject to ch. 214 or 221 and all other provisions of law governing

savings banks or state banks. Upon conversion, the legal existence of the savings bank or state bank shall be a

continuation of the credit union, and all property and every right, privilege, interest, and asset of the credit union

immediately, without any conveyance, transfer, or further act of the savings bank or state bank, vests in the

savings bank or state bank. The resulting savings bank or state bank shall succeed to and be vested with all the

rights, assets, obligations, and relations of the credit union, and all actions and other judicial proceedings to

which the credit union is a party may be prosecuted and defended, to the same extent as though the

conversion had not taken place.

(g) Upon conversion of a credit union into a stock savings bank or state bank, the stock savings bank or state bank

may distribute shares of the capital stock of the stock savings bank or state bank, or may distribute cash, or both,

to the former members of the converted credit union in recognition of their ownership of the equity of the

converted credit union.

(h)

1. In this paragraph, "senior management official" means a chief executive officer, an assistant chief executive

officer, a chief financial officer, and any other senior executive officer as defined by the appropriate federal

banking agency as directed under 12 USC 1831i (f).

2. No director or senior management official of a credit union may receive any economic benefit in connection

with a conversion of the credit union to a savings bank or state bank except that a director or senior

management official may receive director fees as well as compensation and other benefits paid to directors

and senior management officials of the converted savings bank or state bank in the ordinary course of

business.

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Comparative Digest of Credit Union Acts*: Change in Corporate Status

Provisions from State Credit Union Acts

Bank to Credit Union Conversion

*There are 47 state credit union acts. Delaware, South Dakota, and Wyoming do not have a state credit union act.

2015 Model Credit Union Act

Section 9.40. Bank to Credit Union Conversion.44

(1) A bank may convert its charter to a credit union charter under this Act. The converting bank must submit

an adequate conversion plan to the Commissioner for approval. The Commissioner shall prescribe

procedures for banks to convert to a credit union charter.

(2) The procedures prescribed by the Commissioner must include the following:

(a) The converting bank must prepare and submit to the Commissioner a conversion plan that provides:

(i) How the converting bank will comply with the membership requirements under this Act, including

the possible divestiture of customers who do not meet the membership limitations;

(ii) How the converting bank will convert its board to a voluntary, non-paid structure if the credit

union does not provide for the compensation of its directors;

(iii) How the converting bank will divest its board of stock options;

(iv) How the converting bank will divest its capital stock;

(v) How the converting bank will phase out all impermissible investments; and

(vi) How the converting bank will comply with credit union business loan limitations.

(b) The converting bank must perform a complete policy review to address appraisal restrictions, lending

restrictions, investment restrictions, corporate structure restrictions and power structure in order to

ensure compliance with this Act and the commissioner’s regulations.

(3) The conversion plan must be adopted by not less than a majority of the board of directors of the

converting bank.

(4) Upon approval of a plan of charter conversion by the board of directors of the converting bank, the

conversion plan and certified copy of the resolution of the board of directors approving the conversion

plan must be submitted to the Commissioner for approval.

(5) The Commissioner may authorize a credit union resulting from a charter conversion under this chapter to

do the following:

(a) Wind up any activities that the converting bank legally engaged in at the effective time of the

charter conversion but that otherwise are not permitted to credit unions.

(b) Retain for a transitional period any assets that the converting bank legally held at the effective time of

the charter conversion that otherwise may not be held by credit unions.

(c) The terms and conditions of the winding up of activities under subdivision (a) and the retention of

assets under subdivision (b) are subject to the discretion of the Commissioner. However, the

transitional period during which activities may be carried out under subdivision (a) or assets may be

retained under subdivision (b) may not exceed ten (10) years after the effective time of the charter

conversion.

44 If you choose to introduce legislation containing this provision, be prepared to also include a provision that allows

credit unions to convert to or merge into banks.

106

Comparative Digest of Credit Union Acts*: Change in Corporate Status

Provisions from State Credit Union Acts

Bank to Credit Union Conversion

*There are 47 state credit union acts. Delaware, South Dakota, and Wyoming do not have a state credit union act.

Only Florida, Hawaii, Iowa, New Mexico and Vermont state credit union acts address bank to credit union conversion.

Florida § 655.411 Conversion of charter.—

(1) A financial entity may apply to the office for permission to convert its charter without changing its business form or to

do business as another type of financial entity in accordance with the following procedures:

(a) The board of directors must approve a plan of conversion by a majority vote of all the directors. The plan must

include a statement of:

1. The type of financial entity which would result if the application were approved and the proposed name under

which it would do business.

2. The method and schedule for terminating any activities and disposing of any assets or liabilities that would not

conform to the requirements of the resulting financial entity.

3. The impact of such change on the financial entity’s business plan and operations, including any effect on the

availability of particular financial services in the market area served by the financial entity.

4. Such financial data as may be required to determine compliance with the capital, reserve, and liquidity

requirements applicable to the resulting financial entity.

5. Such other information as the commission may by rule require.

(b) Following approval by the board of directors, the conversion plan, together with a certified copy of the authorizing

resolution adopted by the board, must be submitted to the office for approval before being submitted to the

members or stockholders of the financial entity. The application for conversion must be in the form prescribed by

the commission, contain such additional information as the commission or office reasonably requires, and be

accompanied by a filing fee in accordance with s. 657.066(3) or s. 658.73. Additionally, the office is authorized to

assess any financial entity, applying to convert pursuant to this section, a nonrefundable examination fee to cover

the actual costs of any examination required as a part of the application process.

(c) The office shall approve the plan if it finds that:

1. The resulting financial entity would have an adequate capital structure with regard to its activities and its deposit

liabilities.

2. The proposed conversion would not cause a substantially adverse effect on the financial condition of the

financial entity.

3. The officers and directors have sufficient experience, ability, and standing to indicate a reasonable promise for

the successful operation of the resulting financial entity.

4. The schedule for termination of any nonconforming activities and disposition of any nonconforming assets and

liabilities is reasonably prompt, and the plan for such termination and disposition does not include an unsafe or

unsound practice.

5. The officers or directors have not been convicted of, or pled guilty or nolo contendere to, a violation of s. 655.50,

relating to money laundering in financial institutions; chapter 896, relating to offenses related to financial

transactions; or any similar state or federal law.

6. The resulting financial entity is able to comply with the applicable terms of any regulatory action in effect before

the date of the conversion.

7. The current and resulting primary federal regulatory agencies do not object to the proposed conversion.

If the office disapproves the plan, it shall state its objections and give the financial entity an opportunity to amend

the plan to overcome such objections. The office may deny an application by an entity that is subject to a cease

and desist order or other supervisory restriction or order imposed by a state or federal supervisory authority, insurer,

or guarantor.

(d) If the office approves the plan, it may be submitted to the members or stockholders at an annual meeting or at

any special meeting called to consider such action. Upon a favorable vote of a majority of the total number of

votes eligible to be cast or, in the case of a credit union, a majority of the members present at the meeting, the

plan is adopted. Copies of the minutes of the proceedings of such meeting of the members or stockholders,

verified by the affidavit of an officer, as established in the bylaws of the financial institution, must be filed with the

office within 10 days after such meeting. Such verified copies of the proceedings of such meeting are presumptive

evidence of the holding and action of such meeting. If the members or stockholders approve the plan of

conversion, the directors shall then execute new articles of incorporation or amendments to existing articles and

two copies of the new bylaws. The directors shall insert in the articles of incorporation the following: “This (bank,

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association, etc.) is incorporated by conversion from a (national bank, state association, etc.) .”

(e) If the members or stockholders adopt the plan of conversion, the financial entity shall apply to the appropriate

insurer for a commitment for insurance of accounts for the shares and deposits of the resulting financial entity.

(f) The plan shall not take effect until the office has received notice that the commitment for insurance of accounts

has been given by the insurer. Upon receipt of such notice, the office shall issue a new charter to the financial

entity authorizing it to transact business pursuant to applicable law.

(2) The commission may provide by rule for any additional procedures to be followed by any national or federal financial

entity seeking to convert its charter pursuant to this section.

(3) A mutual financial institution requesting approval to convert its charter may not be converted into a capital stock

financial institution until it has complied with the requirements of s. 665.033(1) and (2). For this purpose, references in s.

665.033(1) and (2) to associations are deemed to refer also to credit unions; but, in the case of a credit union, the

provision therein concerning proxy statements does not apply.

(4) This section does not authorize a capital stock financial institution to convert to a mutual financial institution.

(5) Nothing in the law of this state shall restrict the right of a state financial institution to convert to a national or federal

financial institution upon compliance with the laws of the United States, and, upon completion of such conversion, it

shall surrender its charter as a state financial institution.

Hawaii §412:3-600 Applicability of this part.

This part applies to:

(1) The conversion, merger, consolidation, acquisition of assets or assumption of liabilities or deposits, acquisition of

control, voluntary cessation of business, or voluntary dissolution involving a Hawaii financial institution;

(2) The merger, consolidation, or acquisition of control of a financial institution holding company which controls:

(A) A Hawaii financial institution; and

(B) To the extent permitted by federal law, a federal financial institution whose operations are principally conducted in

this State; and

(3) All persons who seek to merge or consolidate with, acquire the assets or assume the liabilities of, or acquire control of:

(A) A Hawaii financial institution;

(B) A financial institution holding company which controls a Hawaii financial institution; and

(C) To the extent permitted by federal law, a financial institution holding company which controls a federal financial

institution whose operations are principally conducted in this State.

§412:3-601 No conversions, mergers, consolidations, acquisitions, assumptions, voluntary cessations of business, or voluntary

dissolutions except pursuant to this part.

Except as modified by the commissioner's powers under parts III, IV, and V of article 2, no Hawaii financial institution or

financial institution holding company may acquire all or substantially all of the assets or assume any of the liabilities of

another company, undergo a conversion, merger, or consolidation, sell all or substantially all of its assets, be subject to

any assumption of any of its liabilities or to an acquisition of control, cease business, or dissolve except in accordance with

this part.

§412:3-602 Definitions.

As used in this part:

"Participating institution" means one or all of the financial institutions (or, where applicable, financial institution holding

companies) participating in a merger or consolidation pursuant to this part.

"Resulting institution" means the financial institution resulting from a merger, consolidation or conversion pursuant to this

part.

§412:3-603 Procedure for applications pursuant to this part.

Whenever the written approval of the commissioner is required with respect to any transaction covered by this part, the

following procedures shall apply:

(1) An application for approval by the commissioner pursuant to this part shall be on a form prescribed by the

commissioner and shall contain any information, data, and records as the commissioner may require, and shall be

accompanied by a nonrefundable application fee assessed pursuant to section 421:2-105.2. As far as possible

consistent with the effective discharge of the commissioner's responsibilities, the commissioner shall prescribe the use of

forms currently prescribed by the appropriate federal regulatory agency of financial institutions and financial institution

holding companies for identical or similar types of transactions.

(2) If any material change occurs in the facts set forth in an application, or if for any other reason the applicant desires to

amend the application, an amendment setting forth any change, together with copies of all documents and other

material relevant to the change, shall be filed with the commissioner. Within twenty days after receiving an

application or any amendment thereto, the commissioner may request any additional information necessary in

deciding whether to approve a proposed transaction pursuant to this part. The applicant shall submit the additional

information in a reasonable time thereafter, as may be specified by the commissioner;

(3) If the commissioner would approve a plan of conversion, merger, or consolidation, an acquisition of assets or

assumption of liabilities, an acquisition of control, or a voluntary cessation of business or voluntary dissolution, but on

terms different than contained in the application, the commissioner may give notice to the applicant of the nature of

the changes which would be approved, and the applicant may submit an amended application;

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(4) If the commissioner intends to disapprove an application, the commissioner shall deliver to the applicant a written

notice of the intent to disapprove. Within ten days after receipt of the commissioner's notice of intent to disapprove an

application, the applicant may request an administrative hearing, to be held in accordance with chapter 91. If no

request for a hearing is made, the commissioner's disapproval shall become final. If after the hearing the commissioner

finally disapproves the application, the applicant may, within thirty days of the date of the final decision, appeal to

the circuit court as provided in chapter 91;

(5) Notwithstanding any other provision of this part, any complete application which is not approved or denied by the

commissioner within a period of sixty days after the application is filed with the commissioner or, if the applicant

consents to an extension of the period within which the commissioner may act, within the extended period, shall be

deemed to be approved by the commissioner as of the first day after the period of sixty days or the extended period.

If the commissioner gives notice of an informational and comment proceeding on the application, the sixty-day

period shall be extended to a date as may be fixed by order of the commissioner. For purposes of this section, an

application is deemed to be filed with the commissioner at the time when the complete application, including any

amendments or supplements, containing all of the information in the form required by the commissioner, is received

and accepted by the commissioner; and

(6) Any applicant submitting information to the commissioner pursuant to this part may request that the information, or any

part thereof, be kept confidential. The request shall be made in writing and shall set forth the specific items sought to

be kept confidential and the reasons and authority for the confidential treatment. The commissioner may, pursuant to

a request or otherwise, determine that good cause exists to keep some or all of the information confidential, and shall

keep the information confidential and not subject to public disclosure. In connection with an application for the

acquisition of control pursuant to section 412:3-612, the commissioner may release information to the affected

financial institution or financial institution holding company with a directive that some or all of the information be kept

confidential.

§412:3-604 Shareholder or member vote.

(a) For any transaction covered by this part that requires approval of the shareholders or members of the financial

institution, the voting requirements shall be:

(1) If a Hawaii financial institution is a stock institution, the holders of two-thirds of each class of the issued and

outstanding capital stock of the financial institution entitled to vote, or such greater majority as may be provided by

the articles of incorporation of the Hawaii financial institution, shall be required to approve any action under this

part; or

(2) If a Hawaii financial institution is a credit union, a majority of members present in person at any meeting shall be

required to approve any action under this part.

(b) This section shall control over the required percentages for any shareholder vote contained in section 414-313 on

approval by shareholders of a merger or consolidation, section 414-332 on approval by shareholders on the sale of

assets not in the usual and regular course of business, and section 414- 382 on approval by shareholders on the

voluntary dissolution of a corporation.

§412:3-605 Notice to credit union member.

Wherever the approval of a transaction is required by this part by the members of a credit union, notice of a meeting of

its members, which may be an annual or a special meeting, shall be given to each member entitled to vote. The notice

shall be provided not less than twenty days before the date of the meeting. The notice shall state that the purpose or one

of the purposes of the meeting is to vote upon a transaction covered by this part and shall be accompanied by a

detailed description of the proposed transaction or a summary of the transaction and a copy of the plan of conversion,

merger, consolidation, sale of assets or assumption of liabilities, or voluntary cessation of business and dissolution

approved by the board of directors.

§412:3-606 Conversion from State to comparable federal financial institution.

(a) A Hawaii financial institution may convert to a comparable federal financial institution if the conversion is approved at

a meeting of its shareholders or members duly called and noticed and upon a vote which satisfies the requirements of

section 412:3-604.

(b) Within ten days after the meeting of its shareholders or members approving the conversion, the financial institution shall

file with the commissioner:

(1) A notice of intention to convert; and

(2) A certificate signed by two executive officers of the financial institution verifying the validity of the meeting, that the

required vote was obtained, and that the attached copy of the resolution to convert adopted at the meeting is

true and correct.

(c) Within a reasonably prompt time and without any unnecessary delay after the meeting approving the conversion, the

financial institution shall take the action necessary to complete the conversion and to obtain a federal license,

charter, certificate, or other approval to become a federal financial institution.

(d) The date of issuance of the federal license, charter, certificate, or other approval, or the effective date of conversion

stated in the license, charter, certificate or other approval, shall be the effective date of the conversion.

(e) Upon the effective date of the conversion as determined under federal law, the institution's state charter or license

shall terminate without further notice, and the institution shall cease to be regulated by the commissioner. Within ten

days after receipt of the federal charter, license, certificate, or other approval, the resulting financial institution shall

deliver a copy thereof to the commissioner. The resulting financial institution shall also file with the director of

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commerce and consumer affairs a confirmation in writing by the commissioner of the date and time of the

conversion, together with the appropriate filing fee pursuant to chapter 414.

§412:3-607 Conversion from federal to comparable Hawaii financial institution.

(a) A federal financial institution whose operations are principally conducted in this State may convert to a comparable

Hawaii financial institution if the institution, and its holding company or holding companies, if any, shall have complied

with all requirements, conditions, and limitations imposed by federal law with respect to the conversion, subject to any

rights of dissenting shareholders or members and to obtaining a charter under this chapter.

(b) The federal financial institution shall file an application with the commissioner pursuant to section 412:3-603 for a charter

to engage in business as a comparable Hawaii financial institution pursuant to this chapter. The application shall be

accompanied by:

(1) A certificate signed by two executive officers of the financial institution, verifying that it has complied with all

federal laws and regulations relating to the conversion;

(2) The information required from applicants for approval to organize a Hawaii financial institution of the same type;

and

(3) Any other information that the commissioner may require.

(c) The commissioner may require notice to be given to the public as may be deemed appropriate. The commissioner

may conduct an examination of the institution as provided under article 2, part II. The cost of any examination shall be

assessed against and paid by the institution pursuant to section 412:2- 105.

(d) The charter shall be granted only if the commissioner is satisfied that the granting of the charter will not impair the

safety or soundness of the financial institution or any other financial institution, and that the applicant meets all the

requirements set forth in this chapter for the type of financial institution for which the application has been filed. The

requirements shall include, but not be limited to, the appropriate location of offices, capital structure, business

experience, the character of its executive officers and directors, and compliance with all applicable provisions of

chapter 414. The director of commerce and consumer affairs shall not file the articles of incorporation until the

application for a charter to engage in business as a Hawaii financial institution shall have been approved by the

commissioner in writing. The commissioner may impose any restrictions and conditions on the operation of the resulting

financial institution as the commissioner deems appropriate and consistent with federal law.

(e) The conversion shall be effective upon the filing of articles of incorporation by the director of commerce and

consumer affairs after all provisions of this section and applicable federal law have been complied with in full.

§412:3-608 Conversion to another type of financial institution.

(a) A financial institution of any type, whether federal or State, may convert to a Hawaii financial institution of any other

type if the institution and its holding company or holding companies, if any, shall have complied with all requirements,

conditions, and limitations imposed by this part and by federal law, if applicable.

(b) If the converting institution is a Hawaii financial institution, its shareholders or members shall approve a conversion to

another type of financial institution at a meeting duly called and noticed and upon a vote which satisfies the

requirements of section 412:3-604.

(c) The financial institution shall file an application with the commissioner pursuant to section 412:3-603 for a charter or

license to engage in the business of the type of financial institution to which it will convert. The application shall be

accompanied by:

(1) A certificate signed by two executive officers of the financial institution, verifying the validity of the meeting of the

shareholders or members, that the requisite vote had been obtained, and that the attached copy of the resolution

to convert adopted at the meeting is true and correct, or that the applicant has complied with all federal laws

and regulations regarding the conversion, as the case may be;

(2) The information required from applicants for approval to organize a Hawaii financial institution of the type into

which it will convert; and

(3) Any other information that the commissioner may require.

(d) The commissioner may require notice to be given to the public as may be deemed appropriate. The commissioner

may conduct an examination of the financial institution as provided under article 2, part II. The cost of any

examination shall be assessed against and paid by the financial institution pursuant to section 412:2-105.

(e) The charter or license shall be granted only if the commissioner is satisfied that the granting of the charter or license

will not impair the safety or soundness of the financial institution or any other financial institution, and that the

applicant meets all the requirements set forth in this chapter for the type of financial institution for which the

application has been filed. The requirements shall include but not be limited to the appropriate location of offices,

capital structure, business experience, the character of its executive officers and directors, and compliance with all

applicable provisions of chapter 414. If the resulting Hawaii financial institution is a new corporation to be formed

under chapter 414, the director of commerce and consumer affairs shall not file the articles of incorporation until the

application for a charter or license to engage in the business of the type of financial institution to which it will convert

shall have been approved by the commissioner in writing. The commissioner may impose any restrictions and

conditions on the operation of the resulting financial institution as the commissioner deems appropriate and

consistent with federal law.

(f) If the resulting Hawaii financial institution is an existing corporation formed under chapter 414, the conversion shall be

effective upon the effective date of the new charter or license granted by the commissioner after all provisions of this

section and of federal law shall have been complied with in full. If the resulting Hawaii financial institution is a new

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corporation to be formed under chapter 414, the effective date of the new charter or license shall be the date of

filing of the articles of incorporation by the director of commerce and consumer affairs.

§412:3-610 Effect of conversion, merger, or consolidation.

(a) A Hawaii financial institution or federal financial institution resulting from a conversion, merger, or consolidation

pursuant to this part continues the corporate entities of each converting or participating institution and shall be

deemed to be continuing the same business of each converting or participating institution carried on prior to the

conversion, merger, or consolidation with all of the property, rights, powers, and duties of each converting or

participating institution, except as affected by the law of this State in the case of a resulting Hawaii financial institution

or by federal law in the case of a resulting federal financial institution, and by the articles of incorporation, charter,

and bylaws of the resulting institution. No assignment, deed, conveyance, or other instrument of transfer need be

executed in order for the resulting institution to maintain the title, rights, and powers held by the converting or

participating institutions. The rights of any creditor or obligee of a converting or participating institution prior to any

conversion, merger, or consolidation shall not be affected by such conversion, merger, or consolidation.

(b) A resulting institution shall have the right to use the names of the converting or participating institutions for all legal

purposes, including the recordation and filing of documents pursuant to chapters 501 and 502, whenever it can do

any act under that name more conveniently. Any reference to a converting or participating institution in any writing,

whether executed or taking effect before or after the conversion, merger, or consolidation, shall be deemed a

reference to the resulting institution if not inconsistent with the other provisions of the writing. Provided, however, that

the resulting institution shall not use a name in its signage, advertising, or other promotional materials in a manner that

suggests or might tend to lead others into believing that it is a different type of financial institution.

(c)Except to the extent inconsistent with this part or in contravention of federal law, sections 414- 315(b) and 414-316 shall

be applicable to any merger or consolidation under this part.

(d) If a converting or participating institution is a trust company or a bank that is authorized to do a trust business, the

resulting institution, by operation of law and without further court order, transfer, substitution, act, or deed shall

succeed to the rights, properties, assets, investments, deposits, demands, agreements, and trusts of the converting or

participating institutions under all trusts, personal representations, executorships, administrations, guardianships,

agencies, and all other fiduciary or representative capacities as though the resulting institution had originally assumed

the same and shall succeed to and be entitled to take and execute the appointment to all trusteeships, personal

representations, executorships, guardianships, conservatorships, and other fiduciary and representative capacities to

which the converting or participating institution may be named or is thereafter named in wills, whether probated

before or after the conversion, merger, or consolidation, or to which it is or may be named or appointed by any other

instrument.

§412:3-614 Sale or transfer of charter or license prohibited.

No Hawaii financial institution may sell, transfer, or otherwise dispose of any charter, license, approval, or any other right or

privilege granted under this chapter, unless the sale, transfer, or disposition is part of a conversion, merger, consolidation,

sale, assumption or acquisition of control permitted under this part. Any attempted sale, transfer, or disposition in violation

of this section shall be null, void, and unenforceable.

§412:3-615 Nonconforming assets or business.

If a Hawaii financial institution resulting from a conversion, merger, consolidation, acquisition, or assumption by law may

no longer own certain types of assets once it undergoes the conversion, merger, consolidation, acquisition, or assumption,

or if it may no longer engage in certain types of business activities, the commissioner shall, as part of the order approving

the transaction, allow a reasonable time within which the institution may divest itself of the nonconforming assets or

business activities in order to conform with law.

§412:3-616 Authority for expedited conversion, merger, consolidation, acquisition, or assumption.

Upon application of all participating financial institutions in a conversion, merger, consolidation, acquisition or assumption,

the commissioner may expedite any application for conversion, merger, consolidation, acquisition, or assumption

pursuant to this part and order the transaction to take effect immediately; provided that the financial institutions shall

have complied with any applicable federal law and provided that the commissioner finds that such expedited action is

necessary to protect the financial institutions' depositors, beneficiaries, creditors, or shareholders, or the public. The

commissioner's findings shall be expressed in writing as part of the decision and order approving the conversion, merger,

consolidation, acquisition, or assumption.

§412:3-618 Injunctions.

If it appears to the commissioner that any person has committed or is about to commit a violation of any provision of this

part or any rule or order of the commissioner under this part, the commissioner may apply to the circuit court for an order

enjoining the person from violating or continuing to violate this part or any rule or order and for injunctive relief as the

nature of the case or the interests of the financial institution or the financial institution holding company or its depositors,

beneficiaries, creditors or shareholders may require.

Iowa § 533.402 Conversion of financial institution to state credit union.

1. Any financial institution may convert to a state credit union by complying with the laws of the original chartered

authority and upon the approval of the superintendent. As used in this section, “financial institution” means any credit

union, bank, savings bank, or savings and loan association chartered under federal or state law.

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a. Application for approval of the conversion to a state credit union shall be submitted to the superintendent in the form

prescribed by the superintendent, together with the articles of incorporation and bylaws as required for organization

of a state credit union pursuant to this chapter.

b. The superintendent may cause an examination to be made of any converting financial institution. The converting

financial institution shall reimburse the superintendent for the division’s costs related to the conversion.

2. a. If the superintendent approves the application of a financial institution for conversion to a state credit union, the

superintendent shall cause the articles of incorporation of the resulting state credit union to be filed and recorded in the

county in which the state credit union has its principal place of business and the superintendent shall issue a certificate

of authority to do business under the laws of this state to the resulting state credit union. The financial institution shall then

become a state credit union subject to the laws of this state.

b. The superintendent shall furnish a copy of the certificate to the administrator of the national credit union

administration.

3. a. Upon conversion, the existence of the original financial institution shall cease.

b. The state credit union resulting from the conversion shall have only the authority to engage in the business and

exercise the powers of a state credit union.

4. a. A liability of the original financial institution or of its members, directors, or officers shall not be affected, and any lien

on any property of the financial institution shall not be impaired by the conversion.

b. Any claim existing or action pending by or against the original financial institution may be prosecuted to judgment

as if the conversion had not taken place, or the resulting state credit union may be substituted in its place.

New Mexico §58-11-60. Conversion.

C. A bank, savings and loan company or other financial institution that is not a credit union may be converted to a credit

union organized pursuant to the Credit Union Act . To effect such a conversion, the converting financial institution shall

file proof of compliance with all of the requirements of the jurisdiction under which it was originally organized, the

provisions of the Credit Union Act and other requirements determined by the director.

Vermont § 35103. Conversion of a mutual financial institution or a cooperative financial institution to a credit union.

Chapter 206 of this title [see § 16101 below] shall govern the conversion of a mutual financial institution or a cooperative

financial institution to a credit union.

§ 16101. Conversions.

(a) General. The provisions of this chapter shall apply whenever a national financial institution seeks to convert to a

Vermont financial institution or whenever a Vermont financial institution seeks to convert or amend its charter in order

to change its chartering authority, the nature or scope of its organizational authority or to a different form of ownership;

provided, however, that conversion from a Vermont financial institution into a national financial institution shall be as

permitted in federal law, shall not require the commissioner's approval, and federal law shall be controlling to the

extent the laws of this state are inconsistent.

(b) Types of conversions. The types of conversions permitted under this chapter are as follows:

(1) Conversion from a national financial institution to a Vermont financial institution;

(2) Conversion from a Vermont financial institution to a national financial institution;

(3) Conversion of a special purpose financial institution into a universal financial institution or into another form of

special purpose financial institution;

(4) Conversion of a universal financial institution into a special purpose financial institution;

(5) Conversion of a mutual financial institution or a cooperative financial institution into an investor- owned financial

institution or into a credit union under chapters 220-226 of this title;

(6) Conversion of a credit union under chapters 220-226 of this title into a mutual financial institution or a cooperative

financial institution; or

(7) Conversion of an investor-owned financial institution into a mutual financial institution.

(c) Manner of conversion. Any Vermont financial institution may convert under this chapter in the following manner:

(1) The governing body of the financial institution shall approve the plan of conversion by at least a majority vote,

unless a higher percentage is required by the institution's organizational documents;

(2) The approved plan of conversion, together with a certified copy of the authorizing resolution adopted by the

governing body of the financial institution shall be submitted to the commissioner for approval pursuant to the

requirements and procedures of subchapter 7 of chapter 201 of this title, except as provided in subsection (a) of

this section;

(3) The plan of conversion, as approved by the Commissioner, shall be submitted to the investors or mutual voters of

the institution, as the case may be, for their approval at an annual meeting or at a special meeting called for that

purpose as provided in subsections (e), (f) and (g) of this section; and

(4) The approved plan shall be finalized as provided in subsection (h) of this section.

(d) Contents of plan of conversion. The plan of conversion shall include:

(1) The name of the institution and its location;

(2) The type of the institution that the resulting institution is to be;

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(3) A method and schedule for terminating any nonconforming activities that would result from such conversion;

(4) A statement of the competitive impact resulting from such conversion, including the loss of particular financial

services in the market area resulting from such conversion;

(5) A statement that the conversion is subject to approval of the Commissioner, except for conversions from a

Vermont financial institution to a national financial institution;

(6) A statement that the conversion is subject to approval of the institution's investors or mutual voters, as the case

may be;

(7) In the case of a conversion involving a mutual or cooperative financial institution, the plan shall ensure that the

interests of depositors and account holders in the net worth of the institution are treated equitably; and

(8) Such additional information as the Commissioner may require.

(e) Notice to investors or mutual voters. Notice of the meeting shall be published at least once a week for three successive

weeks in at least one newspaper of general circulation in the county where the institution's principal office is located or

in other newspapers as the commissioner may designate. The notice shall be mailed to each investor of record or

mutual voter at the address on the books of the institution at least 30 days prior to the date of the meeting.

(f) Voting requirements. A majority of each class of equity interest, or a majority of the mutual voters of the institution

casting votes, unless a higher percentage is required by the institution's organizational documents, is necessary to

approve the plan of conversion at the meeting. An affirmative vote constitutes approval of the adoption of any

amendments to the organizational documents of the institution that are necessary to effectuate the transaction.

(g) Rights of dissenting investors. For investor-owned institutions that are converting under this chapter, the rights of

investors dissenting to the conversion are those specified in Title 11 or 11A, depending upon the organizational form of

the institution; provided, however, the rights of dissenting investors in a national financial institution shall be governed

by federal law. To the extent that dissenters' rights are not addressed in Title 11 or 11A or the rights contained in those

titles are less beneficial to the dissenting investors than those rights listed in the institution's organizational documents,

the organizational documents shall govern.

(h) Finalizing the plan of conversion. Except as provided in subsection (i) of this section, the financial institution shall effect

its conversion as follows:

(1) Upon approval by the investors or mutual voters of the institution, as the case may be, the institution shall submit the

executed conversion plan to the Commissioner, together with all necessary amendments to the institution's

organizational documents, each certified by an officer of the institution.

(2) The Commissioner shall issue to the resulting institution a certificate specifying the name of the converting institution

and the name and organizational structure of the resulting institution. The resulting institution shall file one copy of

the certificate issued by the Commissioner with the Secretary of State for recording. The certificate shall be

conclusive evidence of the conversion and the correctness of all proceedings relating to the conversion in all

courts and places. The certificate may be filed in any land records office to evidence the new name in which

property of the converting institution is to be held.

(3) Unless a later date is specified in the conversion plan, the conversion becomes effective upon filing of the

certificate as provided in subdivision (2) of this subsection and the former charter of the converting institution shall

terminate automatically. The Commissioner may file or order any financial institution to file conforming documents

with the Secretary of State.

(i) Completion of conversion into national financial institution. Upon completion of a conversion into a national financial

institution, the national financial institution shall certify in writing to the Commissioner and the Secretary of State that the

conversion has been completed under applicable federal law. The charter of the converting financial institution shall

terminate automatically upon issuance of the national financial institution charter.

(j) If the Commissioner disapproves the conversion plan, the Commissioner shall state the reasons for the disapproval in

writing and furnish them to the institution. The institution shall be given a reasonable opportunity to amend the plan to

eliminate the reasons for disapproval.

(k) Authority for expedited conversion. Notwithstanding any other section of law or any organizational document of the

financial institution, the Commissioner may order that a charter conversion become effective immediately when the

Commissioner finds it is necessary for the protection of depositors, investors or the public.

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Comparative Digest of Credit Union Acts*: Change in Corporate Status

Provisions from State Credit Union Acts

Dissenters’ Rights in Credit Union to Bank Conversion

*There are 47 state credit union acts. Delaware, South Dakota, and Wyoming do not have a state credit union act.

2015 Model Credit Union Act

Section 9.50. Dissenters’ Rights in Credit Union to Bank Conversion.45

(1) If at any time the credit union members vote to convert the credit union to a non-credit union structure,

credit union members who vote to oppose the conversion may withdraw their ownership equity shares

along with their regular credit union accounts to join another credit union.

(2) Ownership equity shares will be calculated by subtracting the percentage of Capital required for a

mutual savings bank from the total assets of the credit union. This amount will then be divided on a pro

rata basis among all of the credit union members taking into consideration the shares on deposit, loans

outstanding and the amount of interest and fees paid and earned at the credit union by the members

over the past 24 months.

45 This provision provides some protection to dissenters in a credit union to bank conversion, if the state act allows for credit

union to bank conversions.

Comparative Digest of Credit Union Acts*: Change in Corporate Status

Provisions from State Credit Union Acts

Dissenters’ Rights in Credit Union to Bank Conversion

*There are 47 state credit union acts. Delaware, South Dakota, and Wyoming do not have a state credit union act.

None of these acts address dissenters’ rights in credit union to bank conversion.

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