(1) A domestic association may merge or consolidate with, participate in an exchange with or sell its assets, including one or more of its branch facilities, to:
(a) One or more domestic associations;
(b) One or more foreign associations;
(c) One or more federal associations; or
(d) One or more Oregon savings banks.
(2) A merger, consolidation, exchange or sale under this section shall be carried out pursuant to a plan adopted by the board of directors and approved by the Director of the Department of Consumer and Business Services as:
(a) Equitable to the members of the association;
(b) Not impairing the usefulness and success of other properly conducted associations; and
(c) Promoting the public convenience and advantage.
(3) The provisions of ORS 57.455 to 57.500, 57.506 and 57.511, (1985 Replacement Part), applicable to a merger, consolidation or exchange of shares with, or sale of assets to, a foreign corporation also apply to a merger, consolidation or exchange with, or a sale to, a federal association.
(4) Notwithstanding ORS chapter 57 (1985 Replacement Part), stockholders of the surviving corporation in a merger acquisition need not authorize and approve the plan if:
(a) The association’s charter is not changed; and
(b) Any stock issued or delivered under the plan, plus those initially issuable upon conversion of any securities to be issued or delivered under the plan, does not exceed 15 percent of the total shares of voting stock of the association outstanding immediately prior to the effective date of the merger or acquisition. [1975 c.582 §56; 1979 c.863 §2; 1981 c.472 §4; 1983 c.717 §35; 1985 c.798 §4; 1987 c.197 §17; 1987 c.445 §15; 1997 c.631 §535]
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