N.Y. Banking Law § 137: Change of state bank into national banking association by conversion, merger or consolidation

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

conversion, merger or consolidation. 1. A state bank may, by vote of the

stockholders owning at least two-thirds in amount of its stock, convert

into, or merge or consolidate with, a national banking association under

the charter of a national banking association in the manner provided by

federal law and without approval of any state authority.

2. The franchise of a state bank as a state bank shall automatically

terminate when its conversion into or its merger or consolidation with a

national banking association under a federal charter is consummated and

the resulting national banking association shall be considered the same

business and corporate entity as the state bank, although as to rights,

powers and duties the resulting bank is a national banking association.

3. At the time when such conversion, merger or consolidation becomes

effective

(a) all of the property, rights, powers and franchises of the state

bank shall vest in the national banking association and the national

banking association shall be subject to and be deemed to have assumed

all of the debts, liabilities, obligations and duties of the state bank

and to have succeeded to all of its relationships, fiduciary or

otherwise, as fully and to the same extent as if such property, rights,

powers, franchises, debts, liabilities, obligations, duties and

relationships had been originally acquired, incurred or entered into by

the national banking association; provided, however, that nothing in

this section shall be deemed to authorize the national banking

association to maintain as its own office any office previously

maintained by the state bank, and authority, if any, to maintain any

such office shall be governed by applicable federal law;

(b) any reference to the state bank in any contract, will or document,

whether executed or taking effect before or after the conversion, merger

or consolidation, shall be considered a reference to the national

banking association if not inconsistent with the other provisions of the

contract, will or document;

(c) a pending action or other judicial proceeding to which the state

bank is a party, shall not be deemed to have abated or to have

discontinued by reason of the conversion, merger or consolidation, but

may be prosecuted to final judgment, order or decree in the same manner

as if the conversion, merger or consolidation had not been made; or the

national banking association may be substituted as a party to such

action or proceeding, and any judgment, order or decree may be rendered

for or against it that might have been rendered for or against the state

bank if the conversion, merger or consolidation had not occurred.

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

trust company or other banking organization engaged in the business of

receiving deposits other than a mutual savings bank. For purposes of

merger or consolidation under this section the term "national banking

association" means one or more national banking associations, and the

term "state bank" means one or more state banks.