2023 Code of Alabama › Title 5 - Banks and Financial Institutions. › Chapter 17 - Credit Unions. › Article 1 - General Provisions. › Section 5-17-22 - Merger and Conversion Procedures.

Section 5-17-22
Merger and conversion procedures.
Any credit union, with the approval of the Administrator of the Alabama Credit Union Administration, may merge with another credit union, under the existing certificate of organization of the other credit union, pursuant to any plan agreed upon by the majority of each board of directors of each credit union joining in the merger. In addition to approval by the administrator and each board of directors, the membership of the merging credit union must also approve the merger plan in the following manner:
(1) At a meeting called for that purpose, notice of which purpose must be contained in the call, two-thirds of those voting may vote to approve the merger plan. Voting must be conducted in accordance with the bylaws of the credit union. The notice must be provided to the members at least 45 calendar days, but no more than 90 calendar days, prior to the date of the meeting.
(2) After agreement by the directors and approval by the members of the merging credit union, the president and secretary of the credit union shall execute a certificate of merger which shall set forth all of the following:
a. The time and place of the meeting of the board of directors at which the plan was agreed upon.
b. The vote in favor of the adoption of the plan.
c. A copy of the resolution or other action by which the plan was agreed upon.
d. The time and place of the meeting of the members at which the plan agreed upon was approved.
e. The vote by which the plan was approved by the members.
(3) Such certificate and a copy of the plan of merger agreed upon shall be forwarded to the administrator, certified by the administrator, and returned to both credit unions within 30 days.
(4) Upon return of the certificate from the administrator, all property, property rights and members' interest of the deed, endorsement, or other instrument of transfer, and all debts, obligations, and liabilities of the merged credit union shall be deemed to have been assumed by the surviving credit union under whose charter the merger was effected. The rights and privileges of the members of the merged credit union shall remain intact.
(5) A copy of the certificate approved by the Administrator of the Alabama Credit Union Administration shall be filed with the judge of probate of the county in which each credit union's certificate of organization is recorded.
(6) This section applies to credit unions organized under the laws of the State of Alabama. Federally chartered credit unions may be merged into Alabama organized credit unions, under the same conditions as Alabama credit unions; provided, that the merger plan is approved by the National Credit Union Administration or private insurance program or carrier.
(7) Credit unions organized under the laws of the State of Alabama may be merged into federally chartered credit unions under the same conditions as provided in this section; provided, that the merger plan is approved by the National Credit Union Administration or private insurance program or carrier.
(8) Credit unions organized under the laws of the State of Alabama may merge a state or federally chartered bank or thrift into the credit union under the same conditions as provided in this section, provided that the merger plan is approved, if required, by the appropriate state or federal regulator of the bank or thrift and federal insurer, the Federal Deposit Insurance Corporation.
(9) Credit unions organized under the laws of the State of Alabama may merge into a state or federally chartered bank or thrift under the same conditions as provided in this section, provided that the merger plan is approved by the resultant institution's chartering regulator and the federal insurer, the Federal Deposit Insurance Corporation.
(10) A federal credit union may be converted to a credit union chartered under the laws of Alabama and a state credit union may be converted to a federal credit union by adhering to the requirements for the conversion of a federal credit union to a state credit union as specified by the Federal Credit Union Act, presently 12 U.S.C. §1771(a)(1).
(11) A credit union chartered under the laws of another state may be converted to an Alabama state-chartered credit union under state law and regulation. Conversion to an Alabama state-chartered credit union shall be effective upon the written approval of the administrator. Notice of conversion shall be filed with the Secretary of State and the judge of probate of the county in which the credit union maintains its principal office.
(Acts 1975, No. 561, p. 1267, §10; Acts 1983, No. 83-772, p. 1407, §1; Acts 1985, No. 85-457, p. 425, §15; Act 2014-317, p. 1122, §1; Act 2016-133, p. 315, §1; Act 2018-470, §1; Act 2019-130, §1.)