Section 5755 Of Article 7. Power To Reorganize, Merge, Consolidate, Or Transfer Assets From California Financial Code >> Division 2. >> Chapter 2. >> Article 7.
5755
. When a merger or consolidation agreement has been approved by
the directors and the stockholders or members of an association, the
association shall mail notice of the approval to each of its
stockholders or members at least 10 days before filing the
certificate as provided in this section unless the consents of all
stockholders or members entitled to vote have been solicited and
received in writing.
After approval by the directors and stockholders or members has
been given, the association shall prepare and submit to the
commissioner for written approval a certificate in the form of an
officers' certificate (Section 173 of the Corporations Code) which
shall set forth the following:
(a) An identification of the agreement of merger or consolidation
by reference to names of parties and date.
(b) That the agreement was approved by the board of directors of
the association.
(c) The total number of outstanding shares of each class of stock
entitled to vote, or in the case of a mutual association the total
value of accounts outstanding.
(d) That the principal terms of the agreement were approved by the
vote or written consent of a number of shares of each class of stock
which equaled or exceeded the vote required, or in the case of a
mutual association that approval by the members was not required by
the commissioner or that the principal terms of the agreement were
approved by the vote or written consent of members holding a total
value of accounts which equaled or exceeded the vote required.
(e) The percentage vote required of each class.
(f) That the agreement for merger or consolidation submitted to
the commissioner for written approval and for filing with the
Secretary of State concurrently with this certificate is the
agreement hereinabove referred.
(g) Any additional matters that the commissioner may require.