32-1-371. Consolidation or merger of banks. (1) The words "bank" or "banks" as used in 32-1-372 and this section include commercial banks, savings banks, trust companies, investment companies, and other corporations carrying on the business of banking, of a trust company, or of an investment company under the laws of this state or doing business in this state under the national banking laws of the United States.
     (2) (a) Any two or more banks doing business in this state and under common ownership may, with the approval of the state banking board in the case of state banks, consolidate or merge into one bank, on terms and conditions lawfully agreed upon by a majority of the board of directors of each bank proposing to consolidate or merge. Before a consolidation or merger becomes effective, it must be approved by the shareholders of each merging bank by a vote of not less than two-thirds of the outstanding shares of each class of voting stock entitled to vote on the merger proposal at a meeting called to consider the merger. The approval by the shareholders must be provided in writing or reflected in the minutes of the shareholders' meeting. The capital stock of the consolidated or merged bank may not be less than that required under existing law for the organization of a bank of the class of the largest of the consolidating banks. If upon the completion of the merger the resulting bank has a main banking house and a branch bank or branch banks as defined in 32-1-109, then all banks involved must have conducted business in this state for a continuous period of at least 5 years prior to the effective date of the merger.
     (b) This section does not permit a bank or bank holding company located in another state to acquire by consolidation, merger, or otherwise any bank doing business in this state in contravention of 12 U.S.C. 1842.
     (c) Two or more banks under common ownership may not consolidate or merge unless all banks under the common ownership are parties to the consolidation or merger. Subject to approval of the state banking board, nothing contained in parts 1 through 5 of this chapter or in this section may be construed to prohibit consolidation or merger of banks that come under common ownership with banks that have been previously merged or consolidated.
     (3) Upon consolidation or merger, the corporate franchise, the corporate life, being, and existence, and the corporate rights, powers, duties, privileges, franchises, and obligations, including the rights, powers, duties, privileges, and obligations as trustee, executor, administrator, guardian, and every right, power, duty, privilege, and obligation as fiduciary, together with title to every species of property, real, personal, and mixed of the consolidating or merging banks are, without the necessity of any instrument of transfer, consolidated or merged and continued in and held, enjoyed, and assumed by the consolidated or merged bank. The consolidated or merged bank has the right equal with any other applicant to appointment by the courts to the offices of executor, administrator, guardian, or trustee under any will or other instrument made prior to the consolidation or merger and by which will or instrument the consolidating or merging bank was nominated by the maker to the office.
     (4) Upon consolidation or merger, the consolidated or merged bank shall designate and operate one of the prior main banking houses of the consolidating or merging banks as its main banking house and the bank may maintain and continue to operate the main banking houses of each of the other consolidating or merging banks as a branch bank.
     (5) A branch bank shall offer all services offered at a main banking house.
     (6) (a) Upon consolidation or merger and subject to the provisions of subsection (6)(b), the banks involved may not directly or indirectly control more than 19% of all deposits in federally insured banks, savings associations, and credit unions located in this state.
     (b) On October 1, 1995, and on October 1 of each succeeding year, the percentage limitation contained in subsection (6)(a) must be increased by 1% until the limit reaches 22%.
     (7) A branch bank may be relocated with the approval of the state banking board in the city or within 3,000 feet of the city limits in which it is located. Upon relocation, the branch may not be closer than 200 feet to a branch or detached facility operated by any other bank or closer than 300 feet to the main banking house of any other bank, the measurements to be made in a straight line from the closest points of the closest structures involved. The distances specified in this subsection in relation to a branch or detached facility operated by any other bank and in relation to the main banking house of any other bank may be decreased by mutual written agreement of the banks involved to not closer than 150 feet to a branch or detached facility operated by any other bank or closer than 200 feet to the main banking house of any other bank, the measurements to be made in a straight line from the closest points of the closest structures involved.

     History: En. Sec. 94, Ch. 89, L. 1927; amd. Sec. 1, Ch. 108, L. 1931; re-en. Sec. 6014.105, R.C.M. 1935; amd. Sec. 171, Ch. 431, L. 1975; amd. Sec. 19, Ch. 71, L. 1977; R.C.M. 1947, 5-1021; amd. Sec. 4, Ch. 322, L. 1989; amd. Sec. 4, Ch. 265, L. 1995.