(a) To be effective, a merger which is to result in a territorial bank must be approved by the stockholders of each merging territorial bank by a vote of a simple majority of the outstanding voting stock of each class at a meeting called to consider such action, which vote shall constitute the adoption of the charter and by-laws of the continuing territorial bank, including the amendments in the merger agreement, as the charter and by-laws of the resulting bank.

(b) Notice of the meeting of the stockholders shall be given by publication in a newspaper of general circulation in Guam, at least once a week for four successive weeks, and by mail, at least fifteen (15) days before the date of the meeting, to each stockholder of record of each merging bank at his address on the books of his bank, who has not waived such notice in writing; no notice by publication need be given if written waivers are received from the holders of two-thirds of the outstanding shares of each class of voting stock. The notice shall state that dissenting stockholders (other than those of the continuing bank) will be entitled to payment of the value of only those shares which are voted against approval of the plan.

SOURCE: GC § 30604. Subsection (a) amended by P.L. 24-035:9 (May 29, 1997).