69U-105.607. Approval by OFR

(1) After approval by the board of directors of each constituent financial institution, the plan of merger and merger agreement containing those items set forth in Section 658.42, F.S., shall be submitted to OFR for approval, together with certified copies of the authorizing resolutions of the boards of directors of each constituent financial institution, state or national, showing approval by a majority of the entire board.

(2) An order approving or denying the application will be entered with regard to the merits of the application within the time limits set forth in Rules 69U-105.101 thru 69U-105.115, F.A.C. The order will contain findings of fact accompanied by a concise statement of the underlying facts which support the findings. Said order may impose upon applicants such conditions as necessary under applicable law. A copy of the order and statement will be served on the applicants.

(3) Subsequent to approval by OFR of the merger agreement, to be effective, a merger must be approved by the stockholders of each constituent financial institution by a majority vote of the outstanding voting stock at a meeting called to consider such action, which vote shall constitute the adoption of the articles of incorporation of the resulting state financial institution, including the amendments set forth in the merger agreement.

Specific Authority 655.012(3) FS. Law Implemented 658.20, 658.26, 658.43, 658.44, 665.013, 667.003 FS. History–New 5-19-80, Amended 6-30-81, Formerly 3C-14.111, 3C-14.0111, Amended 8-14-94, 4-15-98, Formerly 3C-105.607.