2019 Massachusetts General Laws
Part I - Administration of the Government
Title XXII - Corporations
Chapter 171 - Credit Unions
Section 78 - Consolidation
Section 78. 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.