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Articles of merger or consolidation - 17 Pa. Cons. Stat. § 1105

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     § 1105.  Articles of merger or consolidation.
        (a)  General rule.--Upon the adoption, pursuant to the
     provisions of this chapter, of the plan of merger or
     consolidation by the credit unions, Federal credit unions and
     out-of-State credit unions desiring to merge or consolidate,
     articles of merger or consolidation shall be executed by each
     credit union, Federal credit union and out-of-State credit union
     by a duly authorized officer of each credit union, Federal
     credit union and out-of-State credit union and shall set forth:
            (1)  The name and exact location of the principal place
        of business of the surviving or new credit union, Federal
        credit union or out-of-State credit union.
            (2)  The time and place of the meeting of the board of
        directors at which the plan of merger or consolidation was
        proposed and, except where approval of the members is not
        required, the time and place of the meeting of the members of
        each credit union, Federal credit union and out-of-State
        credit union at which the plan of merger or consolidation was
        authorized, adopted or approved, the kind and period of
        notice given to the members and the total vote by which the
        plan was authorized, adopted or approved.
            (3)  In the case of a merger into a surviving credit
        union, any changes desired to be made in the articles of the
        surviving credit union, or, in the case of a consolidation
        into a new credit union, all of the statements required by
        this title to be set forth in the original articles in the
        case of the formation of a credit union.
            (4)  The number, names and addresses of the persons to be
        the first directors of the surviving or new credit union,
        Federal credit union or out-of-State credit union.
            (5)  The plan of merger or consolidation.
        (b)  Department review.--The articles of merger or
     consolidation shall be filed with the department which,
     immediately upon receipt thereof, shall conduct such
     investigation as may be deemed necessary to ascertain from the
     best sources at its command:
            (1)  Whether, if the articles are articles of
        consolidation, the name of the proposed new credit union,
        Federal credit union or out-of-State credit union conforms
        with the requirements of law for the name of a credit union
        and whether it is the same as one already adopted or reserved
        by another corporation or person or is so similar thereto
        that it is likely to mislead the public.
            (2)  Whether, if the merger or consolidation includes one
        or more Federal credit unions, all requirements of the laws
        of the United States pertaining thereto have been complied
        with.
            (3)  Whether the interests of members and creditors are
        adequately protected.
            (4)  Whether the credit unions, including the surviving
        or new credit union, have met all of the requirements of this
        title and have violated none of its prohibitions applicable
        to a credit union incorporated under this title.
            (5)  Whether, if the merger or consolidation includes an
        out-of-State credit union, there is compliance with the
        applicable requirements of the law of the state of
        incorporation of the out-of-State credit union.
     Within 60 days after receipt of the articles of merger or
     consolidation, the department shall, upon the basis of the facts
     disclosed by its investigation, either approve or disapprove
     such articles.
        (c)  Approval action.--If the department approves the
     articles, it shall register its approval thereon and shall
     forthwith forward them to the Department of State for filing,
     and, immediately upon receipt thereof, the Department of State
     shall file the articles.
        (d)  Effect of merger or consolidation.--The merger or
     consolidation shall become effective immediately upon such
     filing, and the surviving or new credit union, Federal credit
     union or out-of-State credit union shall be vested with all the
     assets and shall have all the rights, privileges, immunities and
     franchises and shall be responsible for all the obligations of
     the merging or consolidating credit unions, Federal credit
     unions and out-of-State credit unions; but otherwise, if such
     surviving or new credit union shall be a Federal credit union or
     an out-of-State credit union, upon such filing by the Department
     of State, the surviving or new Federal credit union or out-of-
     State credit union shall no longer be subject to the provisions
     of this title other than, in the case of an out-of-State credit
     union, Chapter 15 (relating to out-of-State credit unions).
        (e)  Disapproval action.--If the department shall disapprove
     the articles, it shall return them to the credit union, Federal
     credit union or out-of-State credit union from which they were
     received, stating the reasons for such disapproval.
        (f)  Cross reference.--See 15 Pa.C.S. § 134 (relating to
     docketing statement).
     (Dec. 9, 2002, P.L.1572, No.207, eff. 60 days)

        2002 Amendment.  Act 207 amended subsecs. (b) and (e).

Last modified: November 27, 2007