N.Y. Banking Law § 136: Change of national banking association into state bank by conversion or merger

§ 136. Change of national banking association into state bank by

conversion or merger. 1. A national banking association may convert into

or merge with a state bank under a state charter, provided that the

action taken complies with federal law. Each such conversion or merger

shall be subject to the requirements of this chapter.

2. In the case of each conversion, a written plan of conversion shall

be submitted, in duplicate, to the superintendent. Such plan shall be in

form satisfactory to the superintendent, shall prescribe the terms and

conditions of the conversion and the mode of carrying it into effect and

shall have annexed thereto and forming a part thereof an organization

certificate of the state bank which is to result from the conversion.

Such organization certificate shall be in the form prescribed by section

four thousand one of this chapter with such variations, if any, as shall

be satisfactory to the superintendent. With such plan of conversion

there shall be submitted, in duplicate, to the superintendent a

certificate of the president, secretary or cashier of the national

banking association certifying that all steps have been taken which are

necessary under federal law to the consummation of the conversion. The

superintendent shall approve or disapprove such plan of conversion

within ninety days of such submission thereof to him or her. If the

superintendent shall approve such plan, he or she shall file one

duplicate thereof, together with one duplicate of such certificate

submitted therewith and the original of the approval of the

superintendent, in the office of the superintendent, and the other

duplicate of such plan, together with a duplicate of such certificate

and a duplicate of the superintendent's approval, shall be filed in the

office of the clerk of the county in which the principal office of the

state bank is to be located. Upon such filing in the office of the

superintendent, the conversion shall become effective, unless a later

date is specified in the plan, in which event the conversion shall

become effective upon such later date, and the organization certificate

attached to such plan shall thereafter be the organization certificate

of the state bank for all purposes.

3. In the case of each merger, a written plan of merger shall be

submitted, in duplicate, to the superintendent. Such plan shall be in

form satisfactory to the superintendent 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 state bank, as

receiving corporation, if such name is to be changed. Such plan may also

name the persons who shall constitute the first board of directors of

the state bank 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 of a state bank; or 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 state bank meanwhile. With such plan of

merger there shall be submitted, in duplicate, to the superintendent the

following: (a) by the national banking association, a certificate of the

president, secretary or cashier of such association certifying that all

steps have been taken which are necessary under federal law to the

consummation of the merger; (b) by the state bank, a certificate of the

president, secretary or cashier certifying that such plan of merger has

been approved by the board of directors of the state bank by a majority

vote of all the members thereof, that such plan has been submitted to

the stockholders of the state bank at a meeting thereof held upon notice

of at least fifteen days, specifying the time, place and object of such

meeting and addressed to each stockholder at the address appearing upon

the books of the state bank and published at least once a week for two

successive weeks in one newspaper in the county in which the state bank

has its principal place of business, and that such plan of merger has

been approved at such meeting by the vote of the stockholders owning at

least two-thirds in amount of the stock of the state bank, except that

such certificate submitted by the state bank need not certify that such

plan was submitted to or approved by vote of the stockholders of the

state bank if (i) the total assets of the national banking association

do not exceed ten per centum of the total assets of the state bank and

(ii) the plan of merger does not change the name or the authorized

shares of capital stock of the state bank or make or require any other

change or amendment for which the approval or consent of stockholders of

the state bank would be required under provisions of law other than this

section.

4. As used in this section, the term "state bank" means a bank or

trust company. For purposes of merger under this section the term

"national banking association" means one or more national banking

associations.

5. With the written plan of conversion submitted under subdivision two

of this section, there shall be paid to the superintendent an

investigation fee as prescribed pursuant to section eighteen-a of this

chapter, and with the written plan of merger submitted under subdivision

three of this section there shall be paid to the superintendent an

investigation fee as prescribed pursuant to section eighteen-a of this

chapter.