NY Banking L § 136 (2021)
2021 New York Laws BNK - Banking Article 3 - Banks and Trust Companies 136 - Change of National Banking Association Into State Bank by Conversion or Merger.

§ 136.  Change  of  national  banking  association  into state bank by   conversion or merger. 1. A national banking association may convert into   or merge with a state bank under a  state  charter,  provided  that  the   action  taken  complies with federal law. Each such conversion or merger   shall be subject to the requirements of this chapter.2. In the case of each conversion, a written plan of conversion  shall   be submitted, in duplicate, to the superintendent. Such plan shall be in   form  satisfactory  to the superintendent, shall prescribe the terms and   conditions of the conversion and the mode of carrying it into effect and   shall have annexed thereto and forming a part  thereof  an  organization   certificate  of  the  state bank which is to result from the conversion.   Such organization certificate shall be in the form prescribed by section   four thousand one of this chapter with such variations, if any, as shall   be satisfactory to the superintendent.  With  such  plan  of  conversion   there  shall  be  submitted,  in  duplicate,  to  the  superintendent  a   certificate of the president,  secretary  or  cashier  of  the  national   banking  association certifying that all steps have been taken which are   necessary under federal law to the consummation of the  conversion.  The   superintendent  shall  approve  or  disapprove  such  plan of conversion   within ninety days of such submission thereof to  him  or  her.  If  the   superintendent  shall  approve  such  plan,  he  or  she  shall file one   duplicate thereof, together  with  one  duplicate  of  such  certificate   submitted   therewith   and   the   original  of  the  approval  of  the   superintendent, in the office  of  the  superintendent,  and  the  other   duplicate  of  such  plan, together with a duplicate of such certificate   and a duplicate of the superintendent's approval, shall be filed in  the   office  of  the clerk of the county in which the principal office of the   state bank is to be located. Upon such  filing  in  the  office  of  the   superintendent,  the  conversion  shall become effective, unless a later   date is specified in the plan,  in  which  event  the  conversion  shall   become  effective upon such later date, and the organization certificate   attached to such plan shall thereafter be the  organization  certificate   of the state bank for all purposes.3.  In  the  case  of  each  merger, a written plan of merger shall be   submitted, in duplicate, to the superintendent. Such plan  shall  be  in   form  satisfactory  to  the superintendent and shall prescribe the terms   and conditions of the merger and the mode of carrying  it  into  effect.   Such  plan  may  provide  the  name  to  be  borne by the state bank, as   receiving corporation, if such name is to be changed. Such plan may also   name the persons who shall constitute the first board  of  directors  of   the  state  bank after the merger shall have been accomplished, provided   that  the  number  and  qualifications  of  such  persons  shall  be  in   accordance  with  the  provisions of this chapter relating to the number   and qualifications of directors of  a  state  bank;  or  such  plan  may   provide  for a meeting of the stockholders to elect a board of directors   within sixty  days  after  such  merger,  and  may  make  provision  for   conducting  the  affairs  of the state bank meanwhile. With such plan of   merger there shall be submitted, in duplicate, to the superintendent the   following: (a) by the national banking association, a certificate of the   president, secretary or cashier of such association certifying that  all   steps  have  been  taken  which  are  necessary under federal law to the   consummation of the merger; (b) by the state bank, a certificate of  the   president,  secretary or cashier certifying that such plan of merger has   been approved by the board of directors of the state bank by a  majority   vote  of  all  the members thereof, that such plan has been submitted to   the stockholders of the state bank at a meeting thereof held upon notice   of at least fifteen days, specifying the time, place and object of  such   meeting  and addressed to each stockholder at the address appearing upon    the books of the state bank and published at least once a week  for  two   successive  weeks in one newspaper in the county in which the state bank   has its principal place of business, and that such plan  of  merger  has   been  approved at such meeting by the vote of the stockholders owning at   least two-thirds in amount of the stock of the state bank,  except  that   such  certificate submitted by the state bank need not certify that such   plan was submitted to or approved by vote of  the  stockholders  of  the   state  bank  if (i) the total assets of the national banking association   do not exceed ten per centum of the total assets of the state  bank  and   (ii)  the  plan  of  merger  does  not change the name or the authorized   shares of capital stock of the state bank or make or require  any  other   change or amendment for which the approval or consent of stockholders of   the state bank would be required under provisions of law other than this   section.4.  As  used  in  this  section, the term "state bank" means a bank or   trust company. For purposes  of  merger  under  this  section  the  term   "national  banking  association"  means  one  or  more  national banking   associations.5. With the written plan of conversion submitted under subdivision two   of  this  section,  there  shall  be  paid  to  the  superintendent   an   investigation  fee  as prescribed pursuant to section eighteen-a of this   chapter, and with the written plan of merger submitted under subdivision   three of this section there shall  be  paid  to  the  superintendent  an   investigation  fee  as prescribed pursuant to section eighteen-a of this   chapter.