"Forms and Procedures for Purchase and Sell Agreement of Kansas Chartered Credit Unions" - Kansas

This "Forms and Procedures for Purchase and Sell Agreement of Kansas Chartered Credit Unions" is a part of the paperwork released by the Kansas Department of Credit Unions specifically for Kansas residents.

The latest fillable version of the document was released on May 22, 2006 and can be downloaded through the link below or found through the department's forms library.

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KANSAS DEPARTMENT OF CREDIT UNIONS
FORMS AND PROCEDURES FOR PURCHASE AND SELL AGREEMENT
OF KANSAS CHARTERED CREDIT UNIONS (K.S.A. 17-2229)
Step I. (Working out the Agreement)
A. Buying and selling credit unions work out terms and conditions of a Buy/Sell Agreement
(Form #1) in cooperation and communication with the Administrator, Kansas
Department of Credit Unions (KDCU).
B. Two copies of Form #1 are made.
C. Directors of both buying and selling credit unions sign both copies of Form #1.
D. Both copies are sent to the Administrator, KDCU within one month after agreement is
signed. In addition to Form #1, the most recent financial statement for both credit unions
separately and combined is sent to the Administrator, KDCU. In addition, furnish a
probable asset/share ratio for each credit union and a letter of intent from the bonding
company to extend coverage for past acts of the selling credit union and additional offices,
premises, employees, directors, and other exposures.
E. KDCU Administrator approves or disapproves the agreement within one month after
receipt of agreement.
F.
KDCU Administrator does the following:
1.
Retains both copies of Form #1 and credit union financial statements in KDCU files
until sale is complete.
2.
Since all Kansas credit unions are insured by NCUSIF, the Administrator, will notify
National Credit Union Administration and request their approval.
3.
Notifies the credit unions they may proceed with the membership meetings.
Step II (Meeting of Members)
After notification from the KDCU Administrator, each credit union shall proceed with the
membership meeting procedure.
A. Selling credit union uses Form #3 as the basis for informing members by either bulletin
board notice or mailed notice ( or both) in accordance with the credit union's bylaws;
K.S.A.
17-2207 and K.S.A. 17-2229.
B. Buying credit union uses Form #4 as the basis for informing members if a field of
membership expansion is needed.
Form #3 may be used if no field of membership
expansion is required. The method of notice and applicable bylaws and state laws are the
same as in "A" above.
C. If the buying credit union requires a field of membership expansion, Form #5 should be
used as a basis for the bylaw amendment.
kdcu 13 5/22/2006
KANSAS DEPARTMENT OF CREDIT UNIONS
FORMS AND PROCEDURES FOR PURCHASE AND SELL AGREEMENT
OF KANSAS CHARTERED CREDIT UNIONS (K.S.A. 17-2229)
Step I. (Working out the Agreement)
A. Buying and selling credit unions work out terms and conditions of a Buy/Sell Agreement
(Form #1) in cooperation and communication with the Administrator, Kansas
Department of Credit Unions (KDCU).
B. Two copies of Form #1 are made.
C. Directors of both buying and selling credit unions sign both copies of Form #1.
D. Both copies are sent to the Administrator, KDCU within one month after agreement is
signed. In addition to Form #1, the most recent financial statement for both credit unions
separately and combined is sent to the Administrator, KDCU. In addition, furnish a
probable asset/share ratio for each credit union and a letter of intent from the bonding
company to extend coverage for past acts of the selling credit union and additional offices,
premises, employees, directors, and other exposures.
E. KDCU Administrator approves or disapproves the agreement within one month after
receipt of agreement.
F.
KDCU Administrator does the following:
1.
Retains both copies of Form #1 and credit union financial statements in KDCU files
until sale is complete.
2.
Since all Kansas credit unions are insured by NCUSIF, the Administrator, will notify
National Credit Union Administration and request their approval.
3.
Notifies the credit unions they may proceed with the membership meetings.
Step II (Meeting of Members)
After notification from the KDCU Administrator, each credit union shall proceed with the
membership meeting procedure.
A. Selling credit union uses Form #3 as the basis for informing members by either bulletin
board notice or mailed notice ( or both) in accordance with the credit union's bylaws;
K.S.A.
17-2207 and K.S.A. 17-2229.
B. Buying credit union uses Form #4 as the basis for informing members if a field of
membership expansion is needed.
Form #3 may be used if no field of membership
expansion is required. The method of notice and applicable bylaws and state laws are the
same as in "A" above.
C. If the buying credit union requires a field of membership expansion, Form #5 should be
used as a basis for the bylaw amendment.
kdcu 13 5/22/2006
Page 2
FORMS AND PROCEDURES FOR PURCHASE AND SELL AGREEMENT
OF KANSAS CHARTERED CREDIT UNIONS (K.S.A. 17-2229)
Step III (At the Meeting of Members)
A. Meeting is called to order.
B. Eligible voting members in attendance are identified and totaled.
C. Quorum determined.
D. Purpose of meeting stated.
E. Motion and second to approve the proposed Buy/Sell Agreement is made.
F.
Discussion.
G. Vote ( note: a 3/4 majority of those present is needed for passage).
H. Votes are tallied.
I.
Results stated.
J.
Adjournment.
Step IV (Reporting the Results of the Meeting)
A. Buying credit union remits to KDCU Administrator:
1.
Form #6 Certificate of President and Secretary, properly notarized.
2.
A true copy of Notice of Special Meeting (either Form #3, or Form #4 as applicable).
3.
Form #5 Bylaw Amendment for Expanding Field of Membership (if applicable).
B. Selling credit union remits to KDCU Administrator:
1.
Form #6 Certificate of President and Secretary, properly notarized.
2.
A true copy of Notice of Special Meeting (Form #3).
3.
Form #7 Certificate of Dissolution.
kdcu 13 5/22/2006
Page 3
FORMS AND PROCEDURES FOR PURCHASE AND SELL AGREEMENT
OF KANSAS CHARTERED CREDIT UNIONS (K.S.A. 17-2229)
Step V (KDCU Administrator Actions to Complete the Procedures)
A. KDCU Administrator provides a complete set of Buy/Sell Agreement and all related
papers, with Form #8 attached, to both credit unions, the Kansas Credit Union Association
and the National Credit Union Administration.
B. KDCU Administrator:
1.
Files Form #7 Certificate of Dissolution
with the Register of Deeds and Kansas
Secretary of State.
C. KDCU Administrator directs selling credit union to remit any remaining books and records
to the buying credit union.
kdcu 13 5/22/2006
Form #1
Buy and Sell Agreement
The
Credit Union hereinafter referred to as "selling credit
union" and the
Credit Union hereinafter referred to as "buying
credit union" hereby agree to the purchase of all assets and liabilities of selling credit union for
$
by buying credit union upon the following terms and conditions of sale:
1.
The effective date of this agreement and the purchase and sale provided for hereby
shall be
, 20
.
2.
Prior to the effective date, each of the credit unions shall vote on this agreement in
accordance with K.S.A. 17-2229.
3.
Prior to the effective date, the buying credit union shall:
A. Amend its bylaws to enlarge the field of membership of the buying credit union to
include the following language defining the field of membership as:
B. Elect all of the selling credit union's members into membership in the buying
credit union.
4.
Prior to the effective date, the Board of Directors of the buying credit union shall appoint,
for a term of one year, a
person advisory committee from among the members
of the selling credit union to assist and counsel the buying credit union it its efforts to best
serve the members of the selling credit union.
5.
The following employees of the selling credit union shall continue to serve as employees
of the selling credit union until
, 20
:
.
The following employees of the selling credit union shall become employees of the buying
credit union as of
, 20
:
.
kdcu 13 5/22/2006
Form #1
Page 2
The factors for their employment are as follows:
6.
Other provisions:
7.
On the effective date of this agreement and upon approval of both credit unions and the
Administrator, Kansas State Department of Credit Unions:
A. All obligations owing to the selling credit union shall by virtue of this agreement and
the laws of Kansas, become obligations to the buying credit union and the buying
credit union may use any lawful procedure to bring about collection or enforcement of
such obligations and may sue to collect in the name of the buying credit union.
B. All assets of the selling credit union shall be the property of the buying credit union
without any further act or deed.
C. All share accounts of the selling credit union shall be share accounts in the buying
credit union at the amount evidenced by the records of the selling credit union and the
records of the members of the selling credit union.
D. All undivided earnings and all reserves shall be added to the undivided earnings and
reserves of the buying credit union.
E. The buying credit union shall compute interest due and paid or payable on obligations
due the selling credit union with the same continuity as if no transition or sale had
occurred and in the same manner as if the obligation continued to be to the selling
credit union.
F.
The buying credit union shall have the option of continuing loan numbers and
passbook numbers or changing such numbers.
kdcu 13 5/22/2006
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