Skip to main content
Find a Lawyer

North Dakota Century Code Title 6. Banks and Banking § 6-03-11. Conversion, consolidation, or merger

Current as of January 01, 2024 | Updated by Findlaw Staff

1. Any two or more banking institutions upon making application to the commissioner or the state banking board may consolidate or merge if authorized by the commissioner or board into one banking institution under the charter of either existing banking institution on such terms and conditions as lawfully may be agreed upon by a majority of the board of directors of each banking institution proposing to consolidate or merge subject to rules adopted by the state banking board.

2. Before becoming final, such consolidation or merger must be ratified and confirmed by the:

a. Vote of the shareholders of each such banking institution owning at least two-thirds of its capital stock outstanding at a meeting to be held on the call of the directors. Notice of such meeting and of the purpose thereof must be given to each shareholder of record by registered or certified mail at least ten days prior to the meeting. The shareholders may unanimously waive such notice and may consent to such meeting and consolidation or merger in writing; or

b. Vote of the members of a cooperative financial institution.

(1) The proposition for a merger first must be approved by the board of directors, and on a date set for a vote by the members either at a meeting or by written ballot filed on or before the date, by a majority of the directors of the organization which seeks the merger. Written notice of the proposition and the date set for the vote must be delivered in person to each member or mailed to each member at the address appearing on the records of the organization. The notice must be mailed between seven and thirty days before the date of the merger. Approval of the proposition for merger must be made by the affirmative vote of two-thirds of the members participating in the meeting.

(2) Each member of the cooperative financial institution is entitled to one vote during a regular or special meeting of the membership. Voting rights for a banking institution or financial institution are determined by applicable law.

(3) At least forty-five days before consideration of a merger, the membership and board acting upon the proposed change must be made aware of the merger under consideration and day and time of the meeting the change will be acted upon.

(4) Promptly after the vote, and in no event later than ninety days thereafter, if the proposition for merger was approved, the organization seeking the merger shall provide the state banking board with the results of the vote, verified by the affidavits of the president or vice president and secretary.

3. The capital stock and surplus of such consolidated banking institution must not be less than that required under this title for the organization of a banking institution of the class of the largest consolidating banking institution.

4. Immediately after the consolidation or merger a full report thereof, including a statement of the assets and liabilities of the consolidated banking institution, must be made to the commissioner by the surviving banking institution.

5. Any banking institution may without approval by any state authority convert into or merge or consolidate with a national banking association as provided by federal law.

6. A national bank proposing to merge into a state-chartered bank shall grant the commissioner discretionary authority to conduct an examination. The commissioner shall set fees for such examination at an hourly rate sufficient to cover all reasonable expenses of the department of financial institutions associated with the examination. Fees must be collected by the commissioner and deposited in the financial institutions regulatory fund.

Previous Part of Code Next Part of Code
Back to Chapter List

Cite this article: FindLaw.com - North Dakota Century Code Title 6. Banks and Banking § 6-03-11. Conversion, consolidation, or merger - last updated January 01, 2024 | https://codes.findlaw.com/nd/title-6-banks-and-banking/nd-cent-code-sect-6-03-11/

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.

Was this helpful?

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw’s Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About The Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to Find an Attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

Copied to clipboard