§ 708a.301 Definitions. As used in this part: *Bank* has the same meaning as in section 3(a) of the Federal Deposit Insurance Act, 12 U.S.C. 1813(a).
*Clear and conspicuous* means text in bold type in a font size at least one size larger than any other text used in the document (exclusive of headings), but in no event smaller than 12 point.
*Conducted by an independent entity* means: ( 1 ) The independent entity will receive the ballots directly from voting members.
( 2 ) After the conclusion of the special meeting that ends the ballot period, the independent entity will open all the ballots in its possession and tabulate the results. The entity must not open or tabulate any ballots before the conclusion of the special meeting.
( 3 ) The independent entity will certify the final vote tally in writing to the credit union and provide a copy to the NCUA Regional Director. The certification will include, at a minimum, the number of members who voted, the number of affirmative votes, and the number of negative votes. During the course of the voting period the independent entity may provide the credit union with the names of members who have not yet voted, but may not provide any voting results to the credit union prior to certifying the final vote tally.
*Credit union* has the same meaning as insured credit union in section 101 of the Federal Credit Union Act.
*Distribution formula* is the formula the bank will use to determine each member's portion of that payment to be received upon completion of the merger.
*Federal banking agencies* have the same meaning as in section 3 of the Federal Deposit Insurance Act.
*Merger* means any transaction in which a credit union transfers all, or substantially all, of its assets to a bank. The term *merger* includes any purported conversion of a credit union to a bank if the purported conversion is conducted pursuant to an agreement between a preexisting bank and the credit union that provides— ( 1 ) The credit union will not conduct business as a stand-alone bank, and
( 2 ) The purported conversion will be followed by the transfer of all, or substantially all, of the credit union's assets to the preexisting bank.
Merger value or merger valuation is the amount that a stock bank would pay in an arm's-length transaction to purchase the credit union's assets and assume its liabilities and shares (deposits).
*Qualified appraisal entity* means entity that has significant experience in the valuation of depository institutions and that has no past financial relationship with the merging credit union; the continuing bank, the continuing bank's owners, affiliates, or holding companies; or any law firm representing the credit union or the bank in connection with the merger.
*Regional Director* means the director of the NCUA Regional Office for the region where a natural person credit union's main office is located. For corporate credit unions and natural person credit unions defined as ONES credit unions under part 700 of this chapter, Regional Director means the Director of NCUA's Office of National Examinations and Supervision.
*Secret ballot* means no credit union employee or official can determine how a particular member voted. Credit union employees and officials are prohibited from assisting members in completing ballots or handling completed ballots.
*Senior management official* means a chief executive officer, an assistant chief executive officer, a chief financial officer, and any other senior executive officer as defined by the appropriate Federal banking agencies pursuant to section 32(f) of the Federal Deposit Insurance Act.
[75 FR 81387, Dec. 28, 2010, as amended at 78 FR 32544, May 31, 2013; 86 FR 15401, Mar. 23, 2021; 87 FR 45010, July 27, 2022]