"Certificate of Merger" - Tennessee

Certificate of Merger is a legal document that was released by the Tennessee Department of Financial Institutions - a government authority operating within Tennessee.

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TENNESSEE DEPARTMENT OF FINANCIAL INSTITUTIONS
CREDIT UNION DIVISION - MERGER PROCESS
Pursuant to Tennessee Code Annotated Section 45-4-903, any credit union may, with the approval of
the Commissioner of the Tennessee Department of Financial Institutions (the “Department”), merge
with any other credit union under the existing charter of the other credit union.
Credit Unions who wish to merge must submit the following information to the Department for its
consideration:
The Department will accept a copy of the National Credit Union Administration (“NCUA”) merger
application and related documents. A copy of the NCUA application can be found at the following
link:
https://www.ecfr.gov/cgi-bin/text-
idx?SID=824d48598c00df9987e94d2c14bb009e&mc=true&tpl=/ecfrbrowse/Title12/12cfr708b_main_
02.tpl.
In addition, please ensure that the Department is copied on any documentation submitted to the
NCUA throughout the merger process.
Tennessee Code Annotated Section 45-4-903(f), requires that the merger application fee of
$300.00 be paid by the surviving credit union, if the surviving credit union is chartered under
the laws of Tennessee. Otherwise, the application fee is to be paid by the merging credit
union.
The check must be made payable to the Tennessee Department of Financial
Institutions and submitted with the merger application.
Please provide the Department with a copy of any agreements that the surviving credit
union proposes to enter into in connection with the merger transaction.
If the surviving credit union will be a state chartered credit union, please provide a list of any
contemplated changes to the directors, managers or officers of the surviving credit union as
a result of, or in connection with, the merger.
Pursuant to Tennessee Code Annotated Section 45-4-903(a) two-thirds of ten percent of the
credit union’s members must approve the merger at a meeting of members duly called for
that purpose.
The credit union must submit to the Department the Notice of Special
Meeting for approval, prior to submitting the notice to members of the credit union.
In certain situations, the Commissioner may waive the requirement of obtaining member
approval of the merger. If a state chartered credit union wishes to request a waiver of the
member vote, please provide a written request to the Commissioner, from the credit union,
TENNESSEE DEPARTMENT OF FINANCIAL INSTITUTIONS
CREDIT UNION DIVISION - MERGER PROCESS
Pursuant to Tennessee Code Annotated Section 45-4-903, any credit union may, with the approval of
the Commissioner of the Tennessee Department of Financial Institutions (the “Department”), merge
with any other credit union under the existing charter of the other credit union.
Credit Unions who wish to merge must submit the following information to the Department for its
consideration:
The Department will accept a copy of the National Credit Union Administration (“NCUA”) merger
application and related documents. A copy of the NCUA application can be found at the following
link:
https://www.ecfr.gov/cgi-bin/text-
idx?SID=824d48598c00df9987e94d2c14bb009e&mc=true&tpl=/ecfrbrowse/Title12/12cfr708b_main_
02.tpl.
In addition, please ensure that the Department is copied on any documentation submitted to the
NCUA throughout the merger process.
Tennessee Code Annotated Section 45-4-903(f), requires that the merger application fee of
$300.00 be paid by the surviving credit union, if the surviving credit union is chartered under
the laws of Tennessee. Otherwise, the application fee is to be paid by the merging credit
union.
The check must be made payable to the Tennessee Department of Financial
Institutions and submitted with the merger application.
Please provide the Department with a copy of any agreements that the surviving credit
union proposes to enter into in connection with the merger transaction.
If the surviving credit union will be a state chartered credit union, please provide a list of any
contemplated changes to the directors, managers or officers of the surviving credit union as
a result of, or in connection with, the merger.
Pursuant to Tennessee Code Annotated Section 45-4-903(a) two-thirds of ten percent of the
credit union’s members must approve the merger at a meeting of members duly called for
that purpose.
The credit union must submit to the Department the Notice of Special
Meeting for approval, prior to submitting the notice to members of the credit union.
In certain situations, the Commissioner may waive the requirement of obtaining member
approval of the merger. If a state chartered credit union wishes to request a waiver of the
member vote, please provide a written request to the Commissioner, from the credit union,
making the request. The letter must detail the reason(s) that the credit union feels the
membership vote should be waived.
The Department will instruct the merging credit unions when to provide the Certificate of
Merger (copy attached). The Certificate of Merger must be completed by both credit unions
and submitted to the Department, along with a check in the amount of $100.00 payable to
the Tennessee Secretary of State. Typically, the merger certificate and the $100.00 filing fee
for the Tennessee Secretary of State should not be submitted more than 5 days prior to any
proposed date of merger.
The Commissioner reserves the right to request any additional information that may be
necessary to process the application for merger.
Applications and additional information relative to the merger may be sent via email to
memory.little@tn.gov
or via regular mail to the following address:
Tennessee Department of Financial Institutions
Attn: Credit Union Division
Tennessee Tower, 26
th
Floor
312 Rosa L. Parks Avenue
Nashville, Tennessee 37243
Link to Rule 0180-29-.14 regarding field of membership in connection with mergers:
https://publications.tnsosfiles.com/rules/0180/0180-29.pdf
45-4-903. Mergers.
(a) Any credit union may, with the approval of the commissioner of financial institutions, merge with
any other credit union under the existing charter of the other credit union, pursuant to any plan
approved by the board of directors of each credit union joining in the merger, and approved by two
thirds (2/3) of the members of each credit union represented at a meeting of members duly called for
that purpose, at which a minimum of ten percent (10%) of the entire membership is present, unless
the meeting of members of either credit union has been waived by the commissioner. After approval
of the board and members of each credit union, the president or chair of the board and secretary of
each credit union shall execute a certificate of merger, which shall set forth all of the following:
(1) The time and place of the meeting of the board of directors at which the plan was agreed upon;
(2) The vote in favor of adoption of the plan;
(3) A copy of the resolution or other action by which the plan was agreed upon;
(4) The time and place of the meeting of the members at which the plan agreed upon was
approved; and
(5) The vote by which the plan was approved by the members.
(b) The certificates and a copy of the plan of merger agreed upon shall be forwarded to the
commissioner and, upon approval, returned to the merging credit unions. The certificate of merger,
with the certificate of approval of the commissioner annexed it, shall be recorded in the office of the
secretary of state and in the register's office of the county in which each credit union has its principal
place of business.
(c) Upon a merger so effected, all property, property rights, and interests of the merged credit
unions 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 unions shall be deemed to
have been assumed by the surviving credit union under whose charter the merger was effected.
(d) This section shall be construed, whenever possible, to permit a credit union chartered under any
other act to merge with one chartered under this chapter.
(e) All members of both credit unions effecting a merger shall be deemed to have a common bond
of association, occupation or residence as required by § 45-4-101, for formation of credit unions
generally.
(f) A merger fee of three hundred dollars ($300) shall be paid to the commissioner to cover the
salary and expenses of department personnel assigned to supervise the merger. The fee shall be
paid by the surviving credit union if it is chartered under the laws of Tennessee. Otherwise the fee
shall be paid by the merging credit union.
CERTIFICATE OF MERGER
SURVIVING CREDIT UNION
On ____________________________, in __________________________ the Board of Directors of
(Street Address and City)
_________________________ Credit Union voted to adopt the resolution of merger by a vote of ____ to ____.
On ____________________________, in ______________________, the members of the
(Date)
(Street Address and City)
______________________________ Credit Union voted to accept the resolution of merger by a
vote of ____ to ____.
By written authority dated the ______ day of ____________________, 20 ____, the vote of the
membership has been excused by the Commissioner of Financial Institutions in accordance with Tennessee Code
Annotated, § 45-4-903(a).
____________________________________________________
President of Surviving Credit Union
____________________________________________________
Secretary of Surviving Credit Union
MERGING CREDIT UNION
On ____________________________, in __________________________ the Board of Directors of
(Street Address and City)
_________________________ Credit Union voted to adopt the resolution of merger by a vote of ____ to ____.
On ____________________________, in ______________________, the members of the
(Date)
(Street Address and City)
______________________________ Credit Union voted to accept the resolution of merger by a
vote of ____ to ____.
By written authority dated the ______ day of ____________________, 20 ____, the vote of the
membership has been excused by the Commissioner of Financial Institutions in accordance with Tennessee Code
Annotated, § 45-4-903(a).
____________________________________________________
President of Merging Credit Union
____________________________________________________
Secretary of Merging Credit Union
The foregoing merger in accordance with TCA § 45-4-903 shall become effective upon approval by the
Commissioner of Financial Institutions, the filing of this certificate with the Secretary of State, and its recordation
in the Register’s Office of the County in which each Credit Union has its principal place of business.
Merger Effective Date______________
__________________________________________
Commissioner of Financial Institutions
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