2009 Iowa Code
Title 13 - Commerce
Subtitle 2 - Financial Institutions
CHAPTER 534 - SAVINGS AND LOAN ASSOCIATIONS
534.511 - MERGER.

        534.511  MERGER.
         1.  Merger defined.  As used in this section, the terms
      "merger" or "merge" means any plan by which the assets and
      liabilities of an entity are combined with those of one or more other
      entities, including transactions in which one of the corporate
      entities survives and transactions in which a new corporate entity is
      created.
         2.  Types authorized.  An association may merge only with one
      or more other state associations, federal associations, association
      holding companies, bank holding companies, or banks.
         3.  Plan of merger.  The board of directors of each merging
      entity shall approve an identical plan of merger by a majority vote
      of all directors then serving.  The plan shall include the following:

         a.  The proposed name of the surviving organization.
         b.  The proposed articles of incorporation of the surviving
      organization.
         c.  The proposed bylaws of the surviving organization.
         d.  The effect of the merger on each type of member or each
      class of stockholders.
         e.  Other information required by the superintendent.
         4.  Superintendent of savings and loan associations' approval.
      The plan of merger shall be submitted to the superintendent of
      savings and loan associations for approval.  The superintendent shall
      reject the plan based on any of the following determinations:
         a.  The plan is inconsistent with applicable statutes or
      regulations.
         b.  The plan does not contain all required information.
         c.  The plan is inequitable to a class of members or
      stockholders.
         The superintendent shall notify the organizations which submitted
      the plan of the superintendent's decision, and the reasons for
      rejection if the plan is rejected.
         5. a.  Superintendent of banking's approval.  The plan of
      merger shall be submitted to the superintendent of banking for
      approval if the proposed merger is with or into a bank or bank
      holding company.  The superintendent of banking shall reject the plan
      based on any of the following determinations:
         (1)  The plan is inconsistent with applicable statutes or
      regulations.
         (2)  The plan does not contain all required information.
         (3)  The capital structure of the resulting organization will not
      be adequate in relation to its anticipated business.
         b.  The superintendent of banking shall notify the
      organization which submitted the plan of the superintendent of
      banking's decision, and the reasons for rejection if the plan is
      rejected.  The organization may amend and resubmit the plan in
      response to a notification of rejection.
         6.  Member or stockholder approval.  The plan of merger must
      be approved at an annual meeting of members or stockholders, or at a
      special meeting called to consider the plan, by a majority vote of
      the members represented in person or by proxy of each of the mutual
      associations or federal mutual associations included in the plan, or
      a majority vote of each class of voting stock represented in person
      or by proxy of each of the stock associations, federal stock
      associations, bank holding companies or banks included in the plan.
      If so approved, a copy of the minutes of the meeting, certified and
      acknowledged by the secretary or assistant secretary, shall be filed
      with the superintendent.
         7.  Receivership.  If a receiver has been appointed for any
      association included in the plan of merger, the receiver shall act in
      place of the board of directors and the members or stockholders, and
      the plan must also be approved by the court by which the receiver was
      appointed.
         8.  Certification.  The superintendent shall prepare a
      certificate of merger upon the occurrence of all of the events stated
      in subsections 3, 4, 5, 6, and 7.  This certificate shall include the
      name of the surviving association, federal association, or bank and
      the effective date of the merger.  The original certificate shall be
      filed with the secretary of state.  The superintendent shall provide
      a certified copy of the certificate to any person upon payment of a
      fee established by the superintendent.  A certified copy of this
      certificate is sufficient proof of the merger for purposes of
      establishing liability for debts or the ownership of assets as
      provided in section 534.512, subsections 1 and 2.  An association
      involved in a merger may transfer assets or receive assets under the
      plan of merger only after the certificate of merger has been issued
      by the superintendent.
         9.  Competition preserved.  A merger under this section shall
      not prevent the subsequent incorporation of another bank in the
      community in which the merged association is located, and the
      superintendent of banking shall not find the merger to be grounds for
      disapproving the incorporation of another bank in the same community
      under section 524.305, subsection 1, paragraph "b" or "c".  A
      merger under this section shall not prevent the subsequent
      incorporation of another association in the community in which the
      merged association is located, and the superintendent of savings and
      loan associations shall not find the merger to be grounds for
      disapproving the incorporation of another association in the same
      community under this chapter.
         10.  Limitations.  Nothing contained in this chapter shall be
      construed to authorize an association to merge with or be acquired
      wholly or in part by a foreign institution unless all applicable laws
      and regulations of the United States would specifically authorize a
      merger with or acquisition by a foreign institution.  For purposes of
      this subsection the term "foreign institution" means a federal
      association whose home office is located in another state, a bank
      whose home office is located in another state, or a bank holding
      company which is with respect to the state of Iowa an "out-of-state
      bank holding company" as defined or referred to in 12 U.S.C. §
      1842(d), and for purposes of this subsection the words "acquire"
      or "acquisition" mean to directly or indirectly acquire ownership
      or control of more than twenty-five percent of the voting shares of
      any association or the power to control in any manner the election of
      a majority of the directors of any association.  

         Section History: Early Form

         1--9.  [S13, § 1907-b, -c; C24, 27, 31, 35, 39, § 9366--9370;
      C46, 50, 54, 58, § 534.64--534.68; C62, 66, 71, 73, 75, 77, 79, 81, §
      534.36--534.40; 82 Acts, ch 1253, § 32]
         10.  [S13, § 1907-b, -c; C24, 27, 31, 35, 39, § 9366--9370;
      C46, 50, 54, 58, § 534.64--534.68; C62, 66, 71, 73, 75, 77, 79, 81, §
      534.36--534.40; 82 Acts, ch 1253, § 35] 

         Section History: Recent Form

         C83, § 534.94, § 534.97
         C85, § 534.511
         88 Acts, ch 1158, §85; 90 Acts, ch 1208, §17; 2007 Acts, ch 88,
      §39, 40
         Referred to in § 534.702