The Florida Senate

657.065  Merger.--

(1)  Any state or federal credit union may merge with another state or federal credit union under the existing certificate of authorization of the other credit union, pursuant to any plan agreed upon by the majority of the board of directors of each credit union joining in the merger, if:

(a)  The merger is approved by the affirmative vote of a majority of the members of the merging credit union who voted on the issue;

(b)  The merger is consented to by the corporation or the National Credit Union Administration, whichever is applicable; and

(c)  The merger is approved by the authority under the supervision of which the resulting credit union will operate.

(2)  The office shall approve a merger as provided in this section if it finds upon the written and verified application filed by each board of directors that:

(a)  Notice of intent to merge was given to the members of the surviving credit union;

(b)  Notice of the meeting called to consider the merger was given to the members entitled to vote upon the question;

(c)  Such notice disclosed the purpose of the meeting and properly informed the membership of the merging credit union that approval of a merger was under consideration;

(d)  A majority of the votes cast upon the question by the members of the merging credit union were in favor of the merger; and

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

(3)  After agreement by the boards of directors and approval by the members of the merging credit union, the chief executive officer of the surviving credit union shall execute a plan of merger, which shall set forth all of the following:

(a)  The time and place of the meeting of each board of directors at which the plan was agreed upon;

(b)  The vote in favor of the adoption of the plan;

(c)  A copy of the resolution or other action by which the plan was agreed upon;

(d)  The time and place of the meeting of the members at which the plan agreed upon was approved;

(e)  The vote by which the plan was approved by the members;

(f)  The name and the specific location of the proposed main office and each existing and proposed branch office;

(g)  The name of each director who is to serve until the next annual meeting; and

(h)  A copy of any proposed bylaw amendments.

(4)  The plan of merger shall be transmitted to the office for its approval.

(5)  A merger application shall be accompanied by a nonrefundable fee of $500. The fee may be waived by the office for a merger pursuant to subsection (6).

(6)  Notwithstanding any other provisions of this chapter or of chapter 120, a credit union may merge without a vote of the membership when the office determines that the credit union is in danger of insolvency and that 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 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' interests in, the merged credit union 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 effected. 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.