12 CFR 546.2 - Procedure; effective date.
(a) A Federal mutual savings association may combine with any depository institution, provided that:
(1) The combination is in compliance with, and receives all approvals required under, any applicable statutes and regulations;
(2) Any resulting Federal savings association meets the requirements for Federal Home Loan Bank membership and insurance of accounts;
(3) Any resulting Federal savings association conforms within the time prescribed by the OTS to the requirements of sections 5(c) and 10(m) of the Home Owners' Loan Act; and
(4) The resulting institution shall be a mutually held savings association, unless:
(i) The transaction involves a supervisory merger;
(ii) The transaction is approved under part 563b of this chapter; or
(iii) The transaction involves a transfer in the context of a mutual holding company reorganization under section 10(o) of the Home Owners' Loan Act.
(b) Each Federal mutual savings association, by a two-thirds vote of its board of directors, shall approve a plan of combination evidenced by a combination agreement. The agreement shall state:
(1) That the combination shall not be effective unless and until the combination receives any necessary approval from the Office pursuant to § 563.22 (a) or (c), or in the case of a transaction requiring a notice pursuant to § 563.22(c), the notice has been filed, and the appropriate period of time has passed or the OTS has advised the parties that it will not disapprove the transaction;
(2) Which constituent institution is to be the resulting institution;
(3) The name of the resulting institution;
(4) The location of the home office and any other offices of the resulting institution;
(5) The terms and conditions of the combination and the method of effectuation;
(6) Any charter amendments, or the new charter in the combination;
(7) The basis upon which the resulting institution's savings accounts will be issued;
(8) If the Federal mutual savings association is the resulting institution, the number, names, residence addresses, and terms of directors;
(9) The effect upon and assumption of any liquidation account of a disappearing institution by the resulting institution; and
(10) Such other provisions, agreements, or understandings as relate to the combination.
(c) Prior written notification to, notice to, or prior written approval of, the Office pursuant to § 563.22 of this chapter is required for every combination. In the case of applications and notices pursuant to 563.22 (a) or (c), the Office shall apply the criteria set out in § 563.22 of this chapter and shall impose any conditions it deems necessary or appropriate to ensure compliance with those criteria and the requirements of this chapter.
(d) Where the resulting institution is a Federal mutual savings association, the Office may approve a temporary increase in the number of directors of the resulting institution provided that the association submits a plan for bringing the board of directors into compliance with the requirements of § 544.1 of this chapter within a reasonable period of time.
(e) Notwithstanding any other provision of this part, the Office may require that a plan of combination be submitted to the voting members of any of the mutual savings associations that are constituent institutions at a duly called meeting(s), and that the plan, to be effective, be approved by such voting members.
(f) A conservator or receiver for a Federal mutual savings association may combine the association with another insured depository institution without submitting the plan to the association's board of directors or members for their approval.
(g) If a plan of combination provides for a resulting Federal mutual savings association's name or location to be changed, its charter shall be amended accordingly. If the resulting institution is a Federal mutual savings association, the effective date of the combination shall be the date specified in the approval; if the resulting institution is not a Federal savings association, the effective date shall be that prescribed under applicable law. Approval of a merger automatically cancels the Federal charter of a Federal association that is a disappearing institution as of the effective date of merger, and the association shall, on that date, surrender its charter to the Office.