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Minnesota Legislature

Office of the Revisor of Statutes

49.43 STATE BANK; CONVERSION, MERGER, CONSOLIDATION; NATIONAL
BANKING ASSOCIATION.
A state bank may convert into a national banking association or merge or consolidate with
one or more national banking associations under the charter of one of such national banking
associations as permitted by any law of the United States without approval of any authority
of this state, upon the affirmative vote, at a meeting of stockholders called for that purpose,
of the holders of not less than two-thirds of the voting power of all stockholders of such state
bank entitled under the articles of incorporation to vote. Any stockholder not voting in favor of
such conversion or merger or consolidation at such meeting may, at that meeting or within 20
days thereafter, object to the conversion, merger, or consolidation and demand payment for that
person's stock at the par value or the book value thereof, whichever shall be the greater. If the
conversion, merger or consolidation takes effect at any time after this demand and the resulting
national bank has not made payment in the amount demanded, the stockholder may, at any time
within 60 days thereafter, apply to the district court in the county wherein is situated the principal
place of business of the national banking association into which the state bank has been converted
or with which it has merged or consolidated for the appointment of three persons to appraise the
value of that person's stock. The court shall thereupon appoint these appraisers and designate the
time and place of their first meeting, with such directions in regard to their proceedings as shall
be deemed proper and also direct the time and manner in which payment shall be made of the
value of that person's stock to the stockholder. The appraisers shall meet at the time and place
designated and, after being duly sworn to discharge their duties honestly and faithfully, make and
certify a written estimate of the value of the stock at the time of the appraisal and deliver one
copy to the national banking association and another to the stockholder. The charges and expenses
of the appraisers shall be paid one-half by the stockholder and one-half by the national banking
association. When the national banking association shall have paid the appraised value of the
stock, the stock shall be canceled and the stockholder shall cease to be a member of the national
banking association or to have any interest in the stock or in the corporation or in the corporate
property and the stock may be held and disposed of by the national banking association for its
own benefit. In lieu of the rights given a dissenting stockholder by this section, the stockholder
may exercise any rights given by applicable law of the United States.
History: 1951 c 99 s 2; 1986 c 444