Illinois Statutes Chapter 205. Financial Regulation § 5/23. Merger; approval by stockholders

§ 23. Merger; approval by stockholders. To be effective, even though approved by the Commissioner, a merger that is to result in a State bank must be approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares of stock of the State bank entitled to vote at a meeting called to consider the action, unless holders of preferred stock are entitled to vote as a class in respect thereof, in which event the proposed merger shall be adopted upon receiving the affirmative vote of the holders of at least two-thirds of the outstanding shares of each class of shares of the State bank entitled to vote as a class in respect thereof and of the total outstanding shares entitled to vote at the meeting, and must be approved by the stockholders of each merging national bank or insured savings association and, after May 31, 1997, each out-of-state bank as provided by the laws of Illinois, the laws of the state that chartered the out-of-state bank and the laws of the United States. The prescribed vote by the merging banks or insured savings association shall constitute the adoption of the charter and by-laws of the continuing State bank, including the amendments in the merger agreement, as the charter and by-laws of the resulting bank. Written or printed notice of the meeting of the stockholders shall be given to each stockholder of record entitled to vote at the meeting at least 30 days before the meeting and in the manner provided in this Act for the giving of notice of meetings of stockholders. The notice shall State that dissenting stockholders will be entitled to payment of the value of those shares that are voted against approval of the merger, if a proper demand is made on the resulting bank and the requirements of this Act are satisfied as specified in Section 29 of this Act.