GA Code § 7-1-667 (2021)
2021 Georgia Code|Title 7 - Banking and Finance|Chapter 1 - Financial Institutions|Article 3 - Credit Unions|Part 3 - Operation and Regulation|§ 7-1-667. Mergers

  A credit union may, with the approval of the department and in accordance with such uniform rules and regulations as it shall make and promulgate, be merged with another credit union under the articles of such credit union. Such merger may occur regardless of whether the credit unions serve the same field of membership, so long as there is adopted a plan agreed upon by the majority of the board of each credit union joining the merger and approved by not less than a majority of the members of the credit union being acquired present and eligible to vote at the meeting called for that purpose. The department may allow waiver of the member vote if, in its judgment, the merger is necessary to protect the safety and soundness of either or both credit unions. All property, property rights, and interests of the merging credit union shall, upon merger, be transferred to and vested in the continuing credit union without deed, endorsement, or other instrument of transfer; and the debts and obligations of the merging credit union shall be deemed to have been assumed by the continuing credit union; and thereafter the articles of the merging credit union shall be void.   The provisions of Article 8 of Chapter 4 of Title 14, relating to merger and consolidation, shall no longer be applicable to credit unions.   For purposes of this Code section, the term "credit union" shall include a federal credit union.   When a credit union merges with another credit union, one shall be designated as the continuing credit union by the credit unions participating in the merger. The participating credit union that is not the continuing credit union shall be designated as the merging credit union.   Upon adoption of the plan of merger, the parties to the merger shall file with the department a merger application, the articles of merger, and the fees required by Code Section 7-1-862. The articles of merger shall be signed by two duly authorized officers of each party to the plan of merger under their respective seals and shall contain:   The names of the parties to the plan and of the resulting continuing credit union;   The street address and county of the location of each main office, registered agent, and registered office;   The votes by which the plan was adopted and the time, place, and notice of each meeting conducted in connection with such adoption;   The name and county of residence of each director of the resulting continuing credit union; and   Any amendments of the articles of the resulting continuing credit union.       Upon receipt of the information set forth in subsection (e) of this Code section, the department shall conduct such investigation as it deems necessary to ascertain whether:   The articles of merger and supporting information satisfy the requirements of this chapter;   The plan of merger and any modification thereof adequately protects the interests of members and other creditors;   The requirements for a merger under all applicable laws have been satisfied and the resulting continuing credit union would satisfy the applicable requirements of this chapter; and   The merger would be consistent with adequate and sound banking practice and in the public interest on the basis of:   The financial history and condition of the parties to the plan of merger;   The proposed business plan; and   The character of their management.       The department shall, in its discretion, approve or disapprove a merger on the basis of its investigation and the criteria set forth in paragraph (1) of this subsection. The department shall give written notice to:   The Secretary of State of its approval of a merger along with a copy of the articles of merger; and   The parties to the plan of its decision and, in the event of disapproval, a statement in general of the reasons for its decision.       The rights and privileges of the members of each merging credit union shall remain intact, provided that, if any person is a member of more than one of the participating credit unions, such person shall only be entitled to one set of membership rights in the continuing credit union.   In the case of a merger of a Georgia state-chartered credit union with any other credit union, with the Georgia state-chartered credit union as the continuing credit union, any assets, lines of business, activities, or powers which may accrue to the continuing credit union which would not be allowed for a Georgia state-chartered credit union shall be provided for in the plan of merger. Such plan shall include the proposal for holding or disposal of such assets or the continuation or termination of such line of business, activity, or power. The department shall review the plan to determine whether, in the interest of safety and soundness and consistent with the other objectives of Code Section 7-1-3, the activity, power, asset, or line of business should be approved, denied, or phased out within a reasonable period of time to be determined by the department.    (Code 1933, § 41A-3118, enacted by Ga. L. 1974, p. 705, § 1; Ga. L. 1980, p. 972, § 7; Ga. L. 2005, p. 826, § 23/SB 82; Ga. L. 2015, p. 344, § 24/HB 184; Ga. L. 2017, p. 193, § 20/HB 143; Ga. L. 2019, p. 828, § 26/HB 185; Ga. L. 2021, p. 323, § 33/HB 111.)    The 2019 amendment,  effective July 1, 2019, added subsection (h).    The 2021 amendment,  effective July 1, 2021, rewrote subsections (e) and (f), which read: "(e) The department may disapprove of a merger if it finds the merger would not be consistent with safe and sound practices.   "(f) The department shall, in its discretion, approve or disapprove a merger on the basis of its investigation and the criteria set forth in subsections (a) and (e) of this Code section. The department shall give written notice to:   "(1) The Secretary of State of its approval of a merger along with a copy of the notice of merger; and   "(2) The parties to the plan of its decision and, in the event of disapproval, a statement in general of the reasons for its decision."   OPINIONS OF THE ATTORNEY GENERAL   Credit unions in existence prior to April 1, 1975.   - Current statutory provisions governing mergers of state-chartered credit unions allow the field of membership of a pre-1975 credit union to be included in a plan of merger and assumed by the surviving credit union. 2004 Op. Att'y Gen. No. 2004-6.   RESEARCH REFERENCES   C.J.S.   - 12A C.J.S., Building and Loan Associations, Savings and Loan Associations, and Credit Unions, § 242 et seq.