Title 5 — Title 5

Any bank may consolidate or merge with or transfer its assets and liabilities to another bank and any bank may move its office or place of business from one city or town to another city or town within the state. History: (Acts 1980, No. 80-658, §5-7-1.)

Before such consolidation, merger or transfer shall become effective, the following proceedings must be had and done. The board of directors of each bank affected must pass a resolution stating that such consolidation, merger or transfer is desirable and order the officers of the…

Any bank organized under the laws of the United States may, by the vote of the stockholders owning not less than a majority of the capital stock of such bank with the approval of the superintendent and upon the payment by it to the superintendent of a fee prescribed by the Bankin…

Articles of Incorporation and Organization Certificate; Powers of Directors, Etc. In case of such conversion, the articles of incorporation and organization certificates may be executed by a majority of the directors of the bank and the certificate shall declare that the owners o…

of Bank, Stockholders, Officers, Etc., Upon Issuance of Certificate. (a) When the superintendent has given to such bank a certificate that the provisions of this article have been complied with, such bank and all its stockholders, officers and employees shall have the same powers…

Before the issuing of such certificate by the superintendent a majority of the directors of such bank shall file in the office of the official or officials with which a certificate of incorporation would be filed under the business corporation laws of this state a declaration of …

Such state bank shall have authority to issue to the stockholders of the national bank from which it was converted shares of stock of the same amount and of the same par value as is held by each of said stockholders in such national bank. History: (Acts 1980, No. 80-658, §5-7-24.…

A certificate of all the proceedings, including a copy of the pertinent portion of the minutes of the meeting of the board of directors at which the resolution under Section 5-7A-2 was passed, the notice which was given to each stockholder and a copy of the minutes of the stockho…

If the superintendent approves the entire proceedings, he shall issue his certificate of approval in writing, in duplicate, one copy being filed in his office and the other forwarded, along with the certificate, to the official or officials where articles of merger or consolidati…

Any state bank may, with the consent of the holders of a majority in amount of its stock obtained at a meeting of the shareholders called therefor, be converted or merged into or consolidate with a national bank, in such manner as may, at the time of such conversion, merger or co…

All meetings of shareholders, called for any of the purposes provided for in Section 5-7A-40, shall be called by resolution of the board of directors. Notice of such meeting and of the purposes thereof shall be published once a week for four consecutive weeks prior to the date of…

At the time when such conversion of or consolidation or merger by the state bank with a national bank, under the charter of the latter, becomes effective, all the property of the state bank including all its rights, title and interest in and to all property of whatsoever kind, wh…

Upon such conversion, merger or consolidation becoming effective, the national bank shall be deemed to be a continuation of the entity and of the identity of the state bank and all the rights, obligations and relations of the state bank to or in respect to any person, estate, cre…

The rights of shareholders of a national bank dissenting from the conversion, merger or consolidation of the bank shall be governed exclusively by the applicable laws of Congress. A shareholder of a state bank who votes against the conversion, merger or consolidation of that stat…

Except to the extent necessary to give effect to Section 5-7A-45(b), no general or local law or general law of local application shall be deemed to have been modified or repealed by Sections 5-7A-40 through 5-7A-46, and nothing contained herein shall be deemed in any way to chang…

Before approving proceedings to consolidate one such institution with another, the superintendent shall cause to be made an examination of each such institution to determine whether the interests of the depositors, creditors and stockholders of each are protected and that such co…

If such consent is refused, an appeal may be taken therefrom to the circuit court of the county where such institution is located. This article shall apply to banks having branches and to any branch office thereof in the same way as it applies to other banks. History: (Acts 1980,…

It is the purpose of this article to permit state and federally chartered savings and loan associations and savings banks to convert to state chartered banks with the approval of the Superintendent of Banks for the State of Alabama in accordance with the provisions of this articl…

As used in this article, the following terms shall have the following meanings, respectively, unless the context clearly indicates otherwise: (1) SAVINGS INSTITUTION. A savings and loan association or savings bank organized under the laws of this state or organized under the laws…

Resolution; Submission to Superintendent; Fee; Tentative Approval; Vote of Stockholders or Members; Directors; Articles of Incorporation and Bylaws; Statement of Superintendent’s Objections; Amendment; Appeal of Disapproval; Application to Fdic; Final Approval and Permit. Any sav…

Except insofar as the superintendent requires the converting savings institution to terminate certain activities and dispose of certain assets in order to meet the requirements applicable to state chartered banks, upon the conversion of any savings institution into a state charte…

Following the conversion of a savings institution to a state chartered bank pursuant to this article, the resulting bank may continue to maintain and operate as banking offices all offices maintained and operated by the savings institution at the time of such conversion. History:…

Except as provided in Section 5-7A-64, nothing in this article is to be construed, interpreted or applied to allow any existing state chartered bank, any resulting bank or any state chartered bank resulting from a plan of conversion under this article to expand or branch into any…