The requirements for a merger which must be satisfied by the parties to the merger are as follows:
 1. The parties shall adopt a plan of merger which must include all of the following:

 a. As to each party to the merger, the party’s name, jurisdiction of formation, and type of entity.
 b. The resulting bank‘s name, jurisdiction of formation, and type of entity, and, if the resulting bank is to be created in the merger, a statement to that effect.
 c. The terms and conditions of the proposed merger.
 d. The manner and basis of converting the shares of each party into any combination of shares or other securities, obligations, rights to acquire shares or other securities, cash, or other property.
 e. The rights of the shareholders of each of the parties.
 f. An agreement concerning the merger.
 g. Such other provisions with respect to the proposed merger which are deemed necessary or desirable.

Terms Used In Iowa Code 524.1402

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Articles of incorporation: means the original, amended, or restated articles of incorporation and all amendments thereto and includes articles of merger. See Iowa Code 524.103
  • Bank: means a corporation organized under this chapter, a national bank, a federal savings association, or an out-of-state bank. See Iowa Code 524.103
  • Board: means the engineering and land surveying examining board provided by this chapter. See Iowa Code 542B.2
  • Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
  • Federal savings association: means a corporation organized under 12 U. See Iowa Code 524.103
  • following: when used by way of reference to a chapter or other part of a statute mean the next preceding or next following chapter or other part. See Iowa Code 4.1
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • National bank: means a corporation organized under 12 U. See Iowa Code 524.103
  • National Bank: A bank that is subject to the supervision of the Comptroller of the Currency. The Office of the Comptroller of the Currency is a bureau of the U.S. Treasury Department. A national bank can be recognized because it must have "national" or "national association" in its name. Source: OCC
  • Officer: means chief executive officer, executive officer, or any other administrative official of a state bank elected by the state bank's board of directors to carry out any of the state bank's operating rules and policies. See Iowa Code 524.103
  • Out-of-state bank: means a corporation, other than a credit union, industrial bank, or trust company, that is authorized by the laws of another state to solicit, receive, or accept money or its equivalent for deposit or to otherwise engage in the business of banking. See Iowa Code 524.103
  • property: includes personal and real property. See Iowa Code 4.1
  • Shares: means the units into which the proprietary interests in a state bank incorporated as a stock corporation are divided. See Iowa Code 524.103
  • state: when applied to the different parts of the United States, includes the District of Columbia and the territories, and the words "United States" may include the said district and territories. See Iowa Code 4.1
  • State bank: means any bank incorporated pursuant to the provisions of this chapter after January 1, 1970, and any "state bank" incorporated pursuant to the laws of this state and doing business as such on January 1, 1970, or a bank organized as a mutual corporation under this chapter. See Iowa Code 524.103
  • Superintendent: means the superintendent of banking of this state. See Iowa Code 524.103
  • United States: includes all the states. See Iowa Code 4.1
 2. In the case of a state bank which is a party to the plan of merger, if the proposed merger will result in a state bank subject to this chapter, adoption of the plan of merger by such state bank requires the affirmative vote of at least a majority of the directors and approval by the shareholders, in the manner and according to the procedures prescribed in section 490.1104, at a meeting called in accordance with the terms of that section. In the case of a national bank, or if the proposed merger will result in a national bank, adoption of the plan of merger by each party to the merger shall require the affirmative vote of at least such directors and shareholders whose affirmative vote on the plan of merger is required under the laws of the United States. Subject to applicable requirements of the laws of the United States in a case in which a national bank is a party to a plan of merger, any modification of a plan of merger which has been adopted shall be made by any method provided in the plan of merger, or in the absence of such provision, by the same vote as required for adoption.
 3. If a proposed merger will result in a state bank, application for the required approval by the superintendent shall be made in the manner prescribed by the superintendent. There shall also be delivered to the superintendent, when available, the following:

 a. Articles of merger.
 b. Applicable fees payable to the secretary of state, as specified in section 490.122, for the filing of the articles of merger.
 c. If there is any modification of the plan of merger at any time prior to the approval by the superintendent under section 524.1403, an amendment of the application and, if necessary, of the articles of merger, signed in the same manner as the originals, setting forth the modification of the plan of merger, the method by which the modification was adopted and any related change in the provisions of the articles of merger.
 4. The articles of merger shall be signed by a duly authorized officer of each party to the plan of merger and shall contain all of the following:

 a. The name, jurisdiction of formation, and type of entity of each party to the plan of merger.
 b. The name, jurisdiction of formation, and type of entity of the resulting state bank.
 c. The location and the post office address of the principal place of business of each party to the plan of merger, and of each additional office maintained by the parties to the plan of merger, and the location and post office address of the principal place of business of the resulting state bank, and of each additional office to be maintained by the resulting state bank.
 d. The votes by which the plan of merger was adopted, and the date and place of each meeting in connection with such adoption.
 e. The number of directors constituting the board of directors, and the names of the individuals who are to serve as directors until the next annual meeting of the shareholders or until their successors be elected and qualify.
 f. Any amendment of the articles of incorporation of the resulting state bank.
 5. If a proposed merger will result in a national bank, federal savings association, or out-of-state bank, a state bank which is a party to the plan of merger shall do all of the following:

 a. Notify the superintendent of the proposed merger.
 b. Provide such evidence of the adoption of the plan of merger as the superintendent may request.
 c. Notify the superintendent of any abandonment or disapproval of the plan of merger.
 d. File with the superintendent and with the secretary of state evidence of approval of the merger by the comptroller of the currency of the United States if the merger results in a national bank or federal savings association, or the approval of the merger by the home state chartering authority of the resulting out-of-state bank if the merger results in an out-of-state bank.
 e. Notify the superintendent of the date upon which the merger is to become effective.
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