Page:United States Statutes at Large Volume 101 Part 3.djvu/354

 101 STAT. 1652

PUBLIC LAW 100-233—JAN. 6, 1988

the reasons for the determination by the Board. If such plan is determined to be inadequate, it shall not be submitted to the voters for a vote. "(c) FEDERAL CHARTER.—Each plan of merger or transfer of lending authority may include a proposed new or revised Federal charter for the merged or transferee entity. The Farm Credit Administration Board shall issue such charter on the approval of the plan, as prescribed in this title, unless the Board determines that the charter submitted is not consistent with this Act.

"Subtitle D—Mergers of Like Entities 12 USC 2279f.

"SEC. 7.12. MERGER OF SIMILAR BANKS.

"(a) IN GENERAL.—Banks organized or operating under this Act may merge with banks in other districts operating under the same title if the plan of merger is approved by— "(1) the Farm Credit Administration Board; "(2) the respective Boards of Directors of the banks involved; "(3) a majority vote of the stockholders of each bank voting, in person or by proxy, at a duly authorized stockholders' meeting, with each association having a number of votes equal to the number of such association's voting stockholders; and "(4) in the case of a bank for cooperatives, a majority of the ,^. total equity interests in such merging bank for cooperatives (including allocated, but not unallocated, surplus and reserves) -•i...-. held by those stockholders or subscribers to the guaranty fund of the bank voting. "(b) PROCEDURES.—The provisions of sections 7.2 through 7.4 shall apply to bsmks merged under this section. (c) BOARD OF DIRECTORS.—

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"(1) IN GENERAL.—After a merger under subsection (a), a board of directors shall be created for the resulting bank "(2) COMPOSITION.—The board shall be composed of— "(A) two directors elected by each of the bank boards, with at least one such director from each bank being "'" elected by the eligible stockholders of, or subscribers to, the guaranty fund of the merging banks; and "(B) one outside director elected by the members elected under subparagraph (A). "(3) OUTSIDE DIRECTOR.—

"(A) QUALIFICATIONS.—The outside director elected under paragraph (2)(B) shall be experienced in financial services and credit, and within the 2-year period prior to such election, shall not have been a borrower from, shareholder in, or director, officer, employee, or agent of any institution of the Farm Credit System. "(B) FAILURE TO ELECT.—If the other members of the board fail to elect an outside director, the Farm Credit Administration Board shall appoint a qualified person to serve on the board of directors until such member is so elected. "(4) BYLAWS.—Notwithstanding paragraph (2), the bylaws of the merged bank may, with the approval of the Farm Credit Administration, provide for a different number of directors to be selected in a different manner, except that the bylaws shall ., provide for at least one outside director. >,.,3 iij*iji< - a / ^ e

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