2023 Pennsylvania Consolidated & Unconsolidated Statutes › Title 17 - CREDIT UNIONS › Chapter 11 - Conversion, Merger and Consolidation › Section 1105 - Articles of merger or consolidation

§ 1105. Articles of merger or consolidation.
(a) General rule.
--Upon the adoption, pursuant to the provisions of this chapter, of the plan of merger or consolidation by the credit unions, Federal credit unions and out-of-State credit unions desiring to merge or consolidate, articles of merger or consolidation shall be executed by each credit union, Federal credit union and out-of-State credit union by a duly authorized officer of each credit union, Federal credit union and out-of-State credit union and shall set forth:
(1) The name and exact location of the principal place of business of the surviving or new credit union, Federal credit union or out-of-State credit union.
(2) The time and place of the meeting of the board of directors at which the plan of merger or consolidation was proposed and, except where approval of the members is not required, the time and place of the meeting of the members of each credit union, Federal credit union and out-of-State credit union at which the plan of merger or consolidation was authorized, adopted or approved, the kind and period of notice given to the members and the total vote by which the plan was authorized, adopted or approved.
(3) In the case of a merger into a surviving credit union, any changes desired to be made in the articles of the surviving credit union, or, in the case of a consolidation into a new credit union, all of the statements required by this title to be set forth in the original articles in the case of the formation of a credit union.
(4) The number, names and addresses of the persons to be the first directors of the surviving or new credit union, Federal credit union or out-of-State credit union.
(5) The plan of merger or consolidation.
(b) Department review.
--The articles of merger or consolidation shall be filed with the department which, immediately upon receipt thereof, shall conduct such investigation as may be deemed necessary to ascertain from the best sources at its command:
(1) Whether, if the articles are articles of consolidation, the name of the proposed new credit union, Federal credit union or out-of-State credit union conforms with the requirements of law for the name of a credit union and whether it is the same as one already adopted or reserved by another corporation or person or is so similar thereto that it is likely to mislead the public.
(2) Whether, if the merger or consolidation includes one or more Federal credit unions, all requirements of the laws of the United States pertaining thereto have been complied with.
(3) Whether the interests of members and creditors are adequately protected.
(4) Whether the credit unions, including the surviving or new credit union, have met all of the requirements of this title and have violated none of its prohibitions applicable to a credit union incorporated under this title.
(5) Whether, if the merger or consolidation includes an out-of-State credit union, there is compliance with the applicable requirements of the law of the state of incorporation of the out-of-State credit union. Within 60 days after receipt of the articles of merger or consolidation, the department shall, upon the basis of the facts disclosed by its investigation, either approve or disapprove such articles.
(c) Approval action.
--If the department approves the articles, it shall register its approval thereon and shall forthwith forward them to the Department of State for filing, and, immediately upon receipt thereof, the Department of State shall file the articles.
(d) Effect of merger or consolidation.
--The merger or consolidation shall become effective immediately upon such filing, and the surviving or new credit union, Federal credit union or out-of-State credit union shall be vested with all the assets and shall have all the rights, privileges, immunities and franchises and shall be responsible for all the obligations of the merging or consolidating credit unions, Federal credit unions and out-of-State credit unions; but otherwise, if such surviving or new credit union shall be a Federal credit union or an out-of-State credit union, upon such filing by the Department of State, the surviving or new Federal credit union or out-of- State credit union shall no longer be subject to the provisions of this title other than, in the case of an out-of-State credit union, Chapter 15 (relating to out-of-State credit unions).
(e) Disapproval action.
--If the department shall disapprove the articles, it shall return them to the credit union, Federal credit union or out-of-State credit union from which they were received, stating the reasons for such disapproval.
(f) Cross reference.
--See 15 Pa.C.S. § 134 (relating to docketing statement). (Dec. 9, 2002, P.L.1572, No.207, eff. 60 days)
2002 Amendment.
Act 207 amended subsecs. (b) and (e).