The Florida Senate

657.065  Merger.--

(1)  Upon the filing of an application with the office by the constituent credit unions, and upon approval by the office, credit unions may be merged with a surviving state credit union, as prescribed in this code, except that the action by a merging federal credit union must be taken in the manner prescribed by, and is subject to, any limitations or requirements imposed by federal law and regulations. The application must be accompanied by a merger plan and agreement together with a certified copy of the authorizing resolutions of the board of directors of constituent credit unions showing approval by a majority of the entire board of directors of each credit union, as provided in this section, and a nonrefundable application fee of $500. The fee may be waived by the office for a merger under subsection (6).

(2)  Nothing in the law of this state shall restrict the right of a state credit union to merge with a surviving federal credit union. In such case, the action to be taken by a merging state credit union, and its rights and liabilities and those of its members, shall be the same as those prescribed for merging federal credit unions at the time of the action by applicable federal law or regulations.

(3)  If the resulting credit union will be a state credit union, the merging credit unions shall adopt a merger plan and agreement stating the method, terms, and conditions of the merger, including all agreements concerning the merger. The board of directors of each constituent credit union must, by majority vote of the entire board, approve the merger plan and agreement, which shall contain:

(a)  The name and address of the merging and surviving credit unions;

(b)  The date, time, and place of the meeting where the merger plan and agreement was approved by the merging and the surviving credit unions' boards of directors;

(c)  The name and address of the main office of the surviving credit union and each continuing branch office;

(d)  The names, terms, and board positions of the surviving credit union's board of directors;

(e)  The name and title of each executive officer;

(f)  A list of any needed amendments to the surviving credit union's bylaws, if applicable, and, attached to the agreement, copies of the amendments;

(g)  A statement that the merger and the merger plan and agreement are subject to approval by the office and the National Credit Union Administration; and

(h)  Such additional provisions not contrary to law as are agreed upon by the constituent credit unions and such other provisions as the office requires to enable it to discharge its duties with respect to the merger.

(4)  The office shall approve the application and the merger plan and agreement if it finds that:

(a)  The surviving credit union's net worth is adequate; and

(b)  The merger will not impair the ongoing viability of the surviving credit union.

If the office disapproves a merger plan and agreement, it shall state its objections and, chapter 120 notwithstanding, give an opportunity to the merging and surviving credit unions to amend the merger plan and agreement to eliminate such objections.

(5)  Approval by the office, by final order or otherwise, of the application and merger plan and agreement shall be deemed subject to approval by the membership of the merging credit union who vote on the merger at a meeting duly called for that purpose. Such approval shall be documented by the submission of a copy of:

(a)  The notice of intent to merge given to the surviving credit union;

(b)  The notice to the members of the merging credit union of the meeting duly called to consider the merger. Such notice must disclose the purpose of the meeting and the date, time, and place of the meeting; and

(c)  The resolution adopted by the membership confirming the vote on the merger.

Unless the approval of the merging credit union has been obtained and proper evidence thereof submitted to the office within 6 months after the approval by the office, the approval by the office of the merger and merger plan and agreement shall be deemed to be revoked and terminated; however, the office on its own motion, or at the request of the merging or surviving credit unions for good cause shown, may extend the time for a period not to exceed 6 months.

(6)  Notwithstanding any other provision of this chapter or of chapter 120, a credit union may merge without the vote of the membership when the office determines that the credit union is in danger of insolvency or that the credit union is significantly undercapitalized, as defined in s. 216, the Federal Credit Union Act, codified at 12 U.S.C. s. 1790d and the merger will enable the credit union to avoid liquidation.

(7)  A merger with a resulting state credit union may not take place or be effective unless approved by the National Credit Union Administration and the office issues a certificate of merger. Upon consummation of the merger, the certificate of authorization of the merged credit union shall be returned to the proper authority to be canceled. Also, at consummation, all property and property rights of, and members' interest in, the merged credit union shall vest in the surviving credit union without deed, endorsement, or other instrument of transfer, and all debts, obligations, and liabilities of the merged credit union must be assumed by the surviving credit union under the certificate of authorization under which the merger was affected. All members of the surviving credit union have the same rights, privileges, and responsibilities after the merger is completed. The certificate of merger must be recorded in the public records of all counties in which the merging credit union owned any real property at the effective date of the merger.

History.--ss. 1, 6, ch. 80-258; ss. 2, 3, ch. 81-318; ss. 12, 46, ch. 82-214; ss. 18, 51, ch. 84-216; ss. 20, 58, ch. 85-82; s. 1, ch. 91-307; ss. 1, 100, ch. 92-303; s. 1757, ch. 2003-261; s. 27, ch. 2005-181.