2004 Minnesota Statutes

     51A.07 Power to reorganize, merge, or consolidate. 

    Pursuant to a plan adopted by the board of directors and 
 approved by the commissioner as equitable to the members or 
 stockholders of the association and as not impairing the 
 usefulness and success of other properly conducted associations 
 in the community, an association shall have power to reorganize 
 or to merge or consolidate with another association or federal 
 association within its primary lending area; provided, that the 
 plan of the reorganization, merger, or consolidation shall be 
 approved at an annual meeting or at any special meeting of the 
 members or stockholders called to consider the action by a vote 
 of more than 50 percent of the total number of votes of the 
 members cast in person or by proxy.  In all cases the corporate 
 continuity of the resulting corporation shall possess the same 
 incidents as that of an association which has converted in 
 accordance with sections 51A.01 to 51A.57.  No association, 
 directly or indirectly, shall convert or reorganize, or merge, 
 consolidate, assume liability to pay savings accounts or other 
 liabilities of, transfer assets in consideration of the 
 assumption of liabilities for any portion of the savings 
 accounts, deposits made in, or other liabilities of the 
 association to, or acquire the assets of or assume liability to 
 pay any liabilities of, any financial institution or any other 
 organization, person, or entity, except as specifically 
 authorized by the commissioner.  Any association aggrieved by 
 any action or nonaction of the commissioner under this section 
 may appeal therefrom and the proceedings shall be conducted 
 pursuant to the provisions of the Administrative Procedure Act 
 relating to judicial review of agency decisions, sections 14.63 
 to 14.69, and the scope of judicial review in the proceedings 
 shall be as provided therein. 

    HIST: 1969 c 490 s 7; 1981 c 276 s 10; 1982 c 424 s 130; 1987 
 c 384 art 2 s 1; 1988 c 666 s 15; 1996 c 414 art 1 s 44; 1997 c 
 157 s 67; 1998 c 260 s 1