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(205 ILCS 305/63)
(from Ch. 17, par. 4464)
Merger and consolidation.
(1) Any two or more credit unions,
regardless of whether or not they have the same common bond, may merge or
consolidate into a single credit union. A merger or consolidation may be
with a credit union organized under the laws of this State or of another
state or of the United States and is subject to the approval of the Secretary. It must be made on such terms as have been agreed upon by a vote
of a majority of the board of directors of each credit union, and approved
by an affirmative vote of a majority of the members of the merging credit
union being absorbed present at a meeting, either in person or by proxy,
duly called for that purpose, except as hereinafter specified. Notice
of the meeting stating the purpose must be sent by the
Secretary of each merging credit union being absorbed to each member by
mail at least 7 days before the date of the meeting.
(2) One of the merging credit unions may continue after the merger or
consolidation either as a surviving credit union retaining its identity
or as a new credit
union as has been agreed upon under the terms of the merger. At least
9 members of the new proposed credit union must apply to the Department
for permission to organize the new credit union. The same procedure shall
be followed as provided for the organization of a new credit union.
(3) After approval by the members of the credit union which is to be absorbed
by the merger or consolidation, the chairman or president and the secretary
of each credit union shall execute a certificate of merger or consolidation,
which shall set forth all of the following:
(a) The time and place of the meeting of each board
of directors at which the plan was agreed upon;
(b) The vote in favor of the adoption of the plan;
(c) A copy of each resolution or other action by
which the plan was agreed upon;
(d) The time and place of the meeting of the members
of the absorbed credit union at which the plan agreed upon was approved; and,
(e) The vote by which the plan was approved by the
members of the absorbed credit union.
(4) Such certificate and a copy of the plan of merger or consolidation
agreed upon shall be mailed to the Secretary for review. If the provisions
of this Act have been complied with, the certificate shall be approved by
him, and returned to the credit unions which are parties to the merger or
consolidation within 30 days. When so approved by the Secretary the certificate
shall constitute the Department's certificate of approval of the merger
(5) Upon issuance of the certificate of approval, each merging credit
union which was absorbed shall cease operation. Each party to the merger shall file
the certificate of approval with the Recorder or County Clerk of
the county in which the credit union has or had its principal office.
(6) Each credit union absorbed by the merger or consolidation shall return
to the Secretary the original statement of incorporation, certificate of
approval of incorporation, and the bylaws of the credit union. The surviving
credit union shall continue its operation under its existing certificate of
approval, articles of incorporation, and the bylaws or if a new credit
union has been formed, under the new certificate of
approval, articles of incorporation, and bylaws.
(7) All rights of membership in and any obligation or liability of any
member to any credit union which is party to a consolidation or merger are
continued in the surviving or new credit union without reservation or diminution.
(8) A pending action or other judicial proceeding to which any of the
consolidating or merging credit unions is a party does not abate by reason
of the consolidation or merger.
(Source: P.A. 97-133, eff. 1-1-12.)