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Adoption of plan - 17 Pa. Cons. Stat. § 1104

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     § 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.

Last modified: November 27, 2007