(205 ILCS 5/23) (from Ch. 17, par. 330)
Sec. 23.
Merger; approval by stockholders.
To be effective, even though
approved by the Commissioner, a merger that is to result in a State bank must
be approved by the affirmative vote of the holders of at least two-thirds of
the outstanding shares of stock of the State bank entitled to vote at a
meeting called to
consider the action, unless holders of preferred stock are entitled to vote as
a class in respect thereof, in which event the proposed merger shall be adopted
upon receiving the affirmative vote of the holders of at least two-thirds of
the outstanding shares of each class of shares of the State bank entitled
to vote as a class in
respect thereof and of the total outstanding shares entitled to vote at the
meeting, and must be approved by the stockholders of each merging national
bank or insured savings association and, after May 31, 1997, each out-of-state
bank as provided by the laws of Illinois, the laws of the state that
chartered the out-of-state bank and the
laws of the United States. The prescribed vote by the merging banks or
insured savings
association shall constitute the adoption of the charter and
by-laws of the continuing State bank, including the amendments in the
merger agreement, as the charter and by-laws of the resulting bank. Written
or printed notice of the meeting of the stockholders
shall be given to each stockholder of record entitled to vote at the
meeting at least 30 days before the meeting and in the manner provided
in this Act for the giving of notice of meetings of stockholders. The notice
shall State that dissenting stockholders will be entitled to payment of the
value of those shares that are voted against approval of the merger, if a
proper demand is made on the resulting bank and the requirements of this
Act are satisfied as specified in Section 29 of this Act.
(Source: P.A. 89-208, eff. 9-29-95; 89-541, eff. 7-19-96.)
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