205 ILCS 205/8004
2021 Illinois Compiled Statutes|Chapter 205 - FINANCIAL REGULATION|205 ILCS 205/ - Savings Bank Act.|Article 8 - Voluntary Corporate Changes

 (from Ch. 17, par. 7308-4)Sec. 8004. Merger; adoption of plan.(a) Any depository institution may merge into a savings bank operating under  this Act, and a savings bank operating under this Act may merge into a  depository institution.  The board of directors of each merging depository  institution, by resolution adopted by a majority vote of all members of the  board, must approve the plan of merger.(b) The plan of merger must include the following:(1) The name of each of the merging depository     institutions, the name of the continuing savings bank or resulting depository institution, the location of the business office, and the location of the branch offices.(2) With respect to the resulting savings bank or     resulting depository institution, the amount of capital, surplus, and reserve for operating expenses; the classes and the number of shares of stock and the par value of each share; the charter and bylaws of the resulting depository institution or savings bank; and a detailed financial Statement showing the assets and liabilities after the proposed merger.(3) Provisions stating the method, terms, and     conditions of carrying the merger into effect, including the manner of converting the shares of the merging depository institutions into the cash, shares of stock, or other securities or properties Stated in the merger agreement to be received by the stockholders of each merging depository institution.(4) Provisions governing the manner of disposing of     any shares of stock of the resulting savings bank or resulting depository institution that are not taken by the dissenting stockholders of each merging depository institution.(5) Other provisions that appear necessary or     desirable or that the Secretary  may reasonably require to enable him to discharge his duties with respect to the merger.(c) After approval by the board of directors of each depository institution,  the merger agreement shall be submitted to the Secretary for approval,  together with the certified copies of the authorizing resolutions of each board  of directors showing approval by a majority of the entire board of each merging  depository institution.  After receipt of the items specified herein, the Secretary   may make or cause to be made an examination of the affairs of each  of the merging depository institutions and their affiliates and subsidiaries,  the expense of which is to be paid by the merging depository institutions.(d) The Secretary may then approve or disapprove the proposed merger  agreement.  The Secretary shall not approve a merger agreement unless he  finds that:(1) The resulting savings bank meets the requirements     of this Act for the formation of a new savings bank at the proposed main office of the resulting savings bank.(2) The same conditions exist with respect to the     resulting savings bank that would be required under this Act for the organization of a new savings bank.(3) The merger agreement is fair to all persons     affected.(4) The resulting savings bank will be operated in a     safe and sound manner.(e) If the Secretary disapproves of the proposed merger, he shall State  his objections in writing and give the merging depository institutions a Stated  period of time in which to amend the plan of merger to address the objections.  (Source: P.A. 97-492, eff. 1-1-12.)