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To amend sections 926.29, 1733.13, 1733.15, 1733.19, | 1 |
1733.329, and 1733.34 and to enact sections | 2 |
1733.241, 1733.242, 1733.243, and 1733.291 of the | 3 |
Revised Code relative to changes in the Credit | 4 |
Union Regulation Law. | 5 |
Section 1. That sections 926.29, 1733.13, 1733.15, 1733.19, | 6 |
1733.329, and 1733.34 be amended and sections 1733.241, 1733.242, | 7 |
1733.243, and 1733.291 of the Revised Code be enacted to read as | 8 |
follows: | 9 |
Sec. 926.29. (A) A delayed price agreement is an executory | 10 |
contract that shall be in such a form and contain such terms as | 11 |
the director of agriculture shall adopt by rule under Chapter 119. | 12 |
of the Revised Code. The agreement shall be executed by and | 13 |
between the licensed handler and the depositor or by their | 14 |
authorized representatives not later than fifteen days after the | 15 |
first delivery of an agricultural commodity is received for | 16 |
delayed pricing under the agreement. The handler shall maintain a | 17 |
file of executed agreements that are available for inspection at | 18 |
any reasonable time by the director or the director's designated | 19 |
representative. The handler also shall keep records and ledgers | 20 |
the director considers necessary to document the handler's | 21 |
obligation to the depositor under a delayed price agreement. The | 22 |
handler also shall provide reports, forms, and other evidence the | 23 |
director shall adopt by rule to document the storage and marketing | 24 |
of commodities under the delayed price agreement. | 25 |
(B) Subject to the lien that attaches under section 926.021 | 26 |
of the Revised Code and except as otherwise provided in division | 27 |
(C) of this section, a licensed handler who purchases any | 28 |
agricultural commodity under a delayed price agreement at all | 29 |
times shall maintain the commodity, rights in the commodity, | 30 |
proceeds from the sale of the commodity, or a combination of the | 31 |
commodity, rights, and proceeds equal to at least ninety per cent | 32 |
of the value of the handler's obligation for all commodities that | 33 |
the handler has purchased that are not priced under delayed price | 34 |
agreements. The obligation shall be secured or represented by one | 35 |
or more of the following: | 36 |
(1) Maintenance of the commodity in storage in the handler's | 37 |
warehouse; | 38 |
(2) Rights in commodities as evidenced by a receipt or ticket | 39 |
for storage of the commodities under a bailment agreement in | 40 |
another warehouse approved by the director; | 41 |
(3) Proceeds from the sale of commodities as evidenced or | 42 |
represented by one or more of the following: | 43 |
(a) Cash on hand or held on account in a state or federally | 44 |
licensed financial institution or a lending agency of the farm | 45 |
credit administration; | 46 |
(b) Short-term investments held in time accounts with state | 47 |
or federally licensed financial institutions or a lending agency | 48 |
of the farm credit administration; | 49 |
(c) Balances in commodity margin accounts; | 50 |
(d) Commodities sold and shipped by the handler under delayed | 51 |
price agreements that have not been priced less any payments or | 52 |
advances that have been received by the handler; | 53 |
(e) Such other evidence of unencumbered assets as may be | 54 |
acceptable to the director, including an irrevocable letter of | 55 |
credit. | 56 |
(C) In addition to the lien that attaches under section | 57 |
926.021 of the Revised Code, a depositor who sells an agricultural | 58 |
commodity to a licensed handler under a delayed price agreement, | 59 |
upon giving notice to the handler either at or prior to the time | 60 |
of delivery, may demand as security for payment for the commodity | 61 |
an amount that, at the time of delivery, is equal to one hundred | 62 |
per cent of the national loan rate value of the commodity under | 63 |
the United States department of agriculture price support program, | 64 |
or seventy-five per cent of the average price being paid for the | 65 |
commodity in the state on the date of demand as published by the | 66 |
market news service of the department of agriculture, whichever is | 67 |
less. The handler shall satisfy a demand for security on a | 68 |
commodity sold under a delayed price agreement at the handler's | 69 |
option by one of the following: | 70 |
(1) Payment to the depositor by cash or | 71 |
account of the handler; | 72 |
(2) Causing an irrevocable letter of credit to be issued to | 73 |
the depositor by a | 74 |
handler securing payment in the specified amount. The letter of | 75 |
credit shall be subject to Chapter 1305. of the Revised Code and | 76 |
rules adopted by the director pursuant to Chapter 119. of the | 77 |
Revised Code. | 78 |
Sec. 1733.13. (A) Each voting member present in person, by | 79 |
proxy, or by mail ballot is entitled to cast one vote, | 80 |
irrespective of the number of shares | 81 |
matter properly submitted to the members for their vote, consent, | 82 |
waiver, release, or other action. | 83 |
(B) The | 84 |
vice-president, secretary, or treasurer of any association member | 85 |
of the credit union shall conclusively be presumed to have | 86 |
authority to cast the vote of such association member and to | 87 |
appoint proxies and execute consents, waivers, releases, on its | 88 |
behalf, unless before a vote is taken or a consent, waiver, or | 89 |
release is acted upon, it appears by a certified copy of the code | 90 |
of regulations, bylaws, or a resolution of the trustees, | 91 |
directors, or executive committee of the said association member, | 92 |
that such authority does not exist or is vested in some other | 93 |
officer or person. For the purposes of this section, a person | 94 |
exercising such authority as such officer is prima-facie to be | 95 |
considered duly elected, qualified, and acting as such officer. | 96 |
(C) If the articles or regulations so provide, any person, | 97 |
who is entitled to attend a members' meeting to vote thereat, or | 98 |
to execute consents, waivers, or releases, may: | 99 |
(1) Vote thereat, and execute consents, waivers, and | 100 |
releases, and exercise any of | 101 |
mail ballot delivered to the office of the credit union at least | 102 |
seven days prior to the date set for the meeting. At least thirty | 103 |
days' notice shall be given to all eligible members of the date | 104 |
set for such meeting. No mail ballot shall be valid after the | 105 |
expiration of eleven months after delivery to the credit union. | 106 |
The form of
any mail ballot | 107 |
established by the superintendent or have the prior written | 108 |
approval of the superintendent of credit unions. | 109 |
(2) Be represented at such meeting or vote thereat, and | 110 |
execute consents, waivers, and releases, and exercise any of | 111 |
the person's other rights, by proxy or proxies appointed by a | 112 |
writing signed by such person. No appointment of a proxy shall be | 113 |
valid after the expiration of eleven months after it is made. The | 114 |
form of
any proxy | 115 |
the superintendent or have the prior written approval of the | 116 |
superintendent. | 117 |
Sec. 1733.15. (A) Except as otherwise provided by law, the | 118 |
articles, or regulations, the corporate powers of a credit union | 119 |
shall be exercised, its business conducted, and its property | 120 |
controlled by a board of directors, provided that the number of | 121 |
directors fixed by the articles or regulations shall not be less | 122 |
than five. | 123 |
(B) All directors shall be voting members of the credit | 124 |
union. | 125 |
(C) The articles or regulations may divide directors into two | 126 |
or more classes whose terms of office shall expire at different | 127 |
times and may fix the term of office of the directors or of any | 128 |
class of directors at not more than three years from the date of | 129 |
their election. | 130 |
(D) For their own government, the directors may adopt or | 131 |
amend bylaws or adopt amended bylaws not inconsistent with the | 132 |
articles or regulations. | 133 |
(E) In discharging | 134 |
acting with reasonable care and in good faith, rely upon the books | 135 |
and records of the credit union, upon reports made to the credit | 136 |
union by an officer or employee or by any other person selected | 137 |
for the purpose with reasonable care by the credit union, and upon | 138 |
financial statements or written reports prepared by an officer or | 139 |
employee of the credit union in charge of its accounts or | 140 |
certified by a public accountant or firm of public accountants. | 141 |
(F) A credit union shall not elect or appoint a person to its | 142 |
board of directors who is presently serving as a director of | 143 |
another credit union, unless either of the following conditions | 144 |
has been met: | 145 |
(1) If the person presently serves on the board of directors | 146 |
of a credit union having assets of less than five million dollars, | 147 |
the credit union, prior to retaining the person's services, | 148 |
notifies the superintendent of credit unions in writing of the | 149 |
person's candidacy or appointment as a director. | 150 |
(2) If the person presently serves on the board of directors | 151 |
of a credit union having assets of five million dollars or more, | 152 |
the superintendent has approved the person's candidacy or | 153 |
appointment. | 154 |
(G) If the number of candidates for the board of directors | 155 |
does not exceed the number of director positions being elected, | 156 |
those candidates shall be deemed elected and shall serve as set | 157 |
forth in the articles or regulations. | 158 |
Sec. 1733.19. (A) The regulations may provide for the | 159 |
creation by the directors of an executive committee consisting of | 160 |
not less than three directors, and may authorize the delegation to | 161 |
any such committee of any of the authority of directors other than | 162 |
any action requiring more than a majority vote of the board of | 163 |
directors; provided, that the executive committee shall exercise | 164 |
only such authority in the interim between the meetings of the | 165 |
board and shall make a full report of, and the board shall review, | 166 |
all actions taken at any meeting of such committee at the next | 167 |
regular meeting of the board of directors following the meeting of | 168 |
the executive committee. | 169 |
(B) Unless the articles or regulations provide a different | 170 |
method for the establishment of a supervisory audit committee, the | 171 |
board of directors shall appoint a supervisory audit committee of | 172 |
not less than three individual voting members for such term as is | 173 |
provided in the regulations. The committee shall audit the books | 174 |
of the credit union at least annually, using generally accepted | 175 |
auditing procedures and standards, and shall report its findings | 176 |
to the board. Under the supervision of the supervisory audit | 177 |
committee, accounts showing installment payments by members upon | 178 |
shares of the credit union shall be verified at least annually. | 179 |
(C) In lieu of the appointment of a supervisory audit | 180 |
committee as provided in division (B) of this section, the board | 181 |
of directors may employ a public accountant or a firm of public | 182 |
accountants to perform the functions of a supervisory audit | 183 |
committee. The board of directors may appoint an audit committee | 184 |
to oversee the public accountant or firm of public accountants. | 185 |
(D) The superintendent of credit unions may require at any | 186 |
time that a credit union have its accounts audited in accordance | 187 |
with generally accepted auditing standards by an outside auditor. | 188 |
The outside auditor shall be retained, and expense of any such | 189 |
audit shall be paid, by the credit union. | 190 |
(E) Unless the articles or regulations provide for the | 191 |
appointment of loan officers in lieu of a credit committee, the | 192 |
board of directors shall appoint, or the members shall elect, a | 193 |
credit committee composed of not less than three individual voting | 194 |
members, which committee shall have such powers in the granting of | 195 |
loans and the supervision of lending practices as shall be | 196 |
delegated to it by the articles, regulations, or resolutions of | 197 |
the board of directors. The credit committee shall make regular | 198 |
reports of their activities to the board of directors, and the | 199 |
board of directors shall review the reports. | 200 |
(F) If the articles or regulations so provide, a credit union | 201 |
may establish an advisory board consisting of persons selected by | 202 |
the board of directors or their designee. Persons serving on the | 203 |
advisory board need not be members of the credit union, they may | 204 |
be paid per diem not exceeding thirty dollars per day and expenses | 205 |
for their services on such board, and their duties shall be to | 206 |
make recommendations on financial and policy matters of the credit | 207 |
union. | 208 |
(G) A credit union may establish such other committee or | 209 |
committees as shall be provided for in the articles, regulations, | 210 |
bylaws, or by resolution of the board of directors. | 211 |
Sec. 1733.241. (A) When a share, share account, or deposit | 212 |
is made in the name of two or more persons, payable to either or | 213 |
the survivor, the credit union may pay all of the share, share | 214 |
account, deposit, any part of the share, share account, deposit, | 215 |
or any interest earned on the share, share account, or deposit, to | 216 |
either of the named persons, or the guardian of the estate of | 217 |
either of the named persons, whether or not the other person is | 218 |
living. The receipt or acquittance of the person paid is a | 219 |
sufficient release and discharge of the credit union for any | 220 |
payments made from the account to that person. | 221 |
(B) A credit union may enter into a written contract with a | 222 |
natural person for the proceeds of the person's shares, share | 223 |
accounts, or deposits to be payable on the death of that person | 224 |
to another person or to any entity or organization in accordance | 225 |
with the terms, restrictions, and limitations set forth in | 226 |
sections 2131.10 and 2131.11 of the Revised Code. | 227 |
Sec. 1733.242. (A) On the terms and conditions the credit | 228 |
union prescribes, a credit union may do all of the following: | 229 |
(1) Provide safes, vaults, safe deposit boxes, night | 230 |
depositories, and other secure receptacles for the uses, purposes, | 231 |
and benefits of its members; | 232 |
(2) Receive tangible property and evidence of tangible or | 233 |
intangible property for safekeeping using the credit union's | 234 |
safes, vaults, secure receptacles, or safekeeping system; the | 235 |
safes, vaults, secure receptacles, or safekeeping system of | 236 |
another credit union; or the safekeeping system of a safekeeping | 237 |
agent or custodian. | 238 |
(B)(1) A credit union may enter into an agreement to rent a | 239 |
safe deposit box to a minor and accept the appointment of a minor | 240 |
as agent or deputy on any deposit or safe deposit box by any | 241 |
person, including a minor, maintaining the deposit or safe deposit | 242 |
box. | 243 |
(2) When a credit union enters into a safe deposit box rental | 244 |
agreement with a minor pursuant to division (B)(1) of this | 245 |
section, all of the following apply: | 246 |
(a) The terms and conditions of the safe deposit box rental | 247 |
agreement are binding on the minor the same as a person of legal | 248 |
age who rents a safe deposit box. | 249 |
(b) The relationship between the credit union and the minor | 250 |
regarding the safe deposit box rental agreement is in all respects | 251 |
the same as if the minor were a person of legal age. | 252 |
(c) The credit union shall incur no liability for any | 253 |
transaction regarding the safe deposit box solely because of doing | 254 |
business with a minor. | 255 |
(3) Nothing in divisions (B)(1) and (2) of this section shall | 256 |
be construed to limit the parental rights provided under section | 257 |
2111.08 of the Revised Code or to limit the rights of a guardian | 258 |
appointed pursuant to Chapter 2111. of the Revised Code. | 259 |
(C) The superintendent of financial institutions shall | 260 |
promulgate rules to qualify a credit union, safekeeping agent, or | 261 |
custodian that may receive from another credit union tangible | 262 |
property and evidence of tangible or intangible property for | 263 |
safekeeping pursuant to division (A) of this section. | 264 |
Sec. 1733.243. If any claim is made to any share, share | 265 |
account, deposit, safe deposit box, property held in safekeeping, | 266 |
security, obligation, or other property in the credit union's | 267 |
possession or control, in whole or in part, by any person, | 268 |
including any member, depositor, individual, or group of | 269 |
individuals, without clear authority to draw on or exercise any | 270 |
right or control with respect to the property, the credit union is | 271 |
not required to recognize the claim without one of the following: | 272 |
(A) A court order, issued by a court of competent | 273 |
jurisdiction and served on the credit union, enjoining or | 274 |
restraining the credit union from taking any action with respect | 275 |
to the property or instructing the credit union to pay the balance | 276 |
of the account, provide access to the safe deposit box, or deliver | 277 |
the property as provided in the order; | 278 |
(B) A bond, provided by the person making the claim, in the | 279 |
form and amount and with sureties satisfactory to the credit | 280 |
union, indemnifying the credit union against any liabilities, | 281 |
loss, and expenses the credit union might incur because of its | 282 |
recognition of the claim or because of its refusal, due to the | 283 |
claim, to honor or recognize any right with respect to the | 284 |
property. | 285 |
Sec. 1733.291. (A) Every credit union shall retain or | 286 |
preserve the following credit union records and supporting | 287 |
documents for only the following periods of time: | 288 |
(1) For one year: | 289 |
(a) Broker's confirmations, invoices, and statements relating | 290 |
to security transactions of the credit union or for or with its | 291 |
customers, after the date of transaction; | 292 |
(b) Corporate resolutions, partnership authorizations, and | 293 |
similar authorizations relating to closed accounts, loans that | 294 |
have been paid, or other completed transactions, after the date of | 295 |
closing, payment, or completion; | 296 |
(c) Ledger records of safe deposit accounts, after the date | 297 |
of last entry on the ledger; | 298 |
(d) Night depository records, after the date of transaction; | 299 |
(e) Records relating to closed Christmas club or similar | 300 |
limited duration special purpose accounts, after the date of | 301 |
closing; | 302 |
(f) Records relating to customer collection accounts, after | 303 |
the date of transaction; | 304 |
(g) Stop payment orders, after the effective date; | 305 |
(h) All records relating to closed consumer credit loans and | 306 |
discounts, after the date of closing; | 307 |
(i) Deposit tickets relating to demand deposit accounts, | 308 |
after the date of deposit. | 309 |
(2) For six years: | 310 |
(a) Deposit and withdrawal tickets relating to open or closed | 311 |
savings accounts, after the date of transaction; | 312 |
(b) Individual ledger sheets or other records serving the | 313 |
same purpose that show a zero balance and that relate to demand, | 314 |
time, or savings deposit accounts, and safekeeping accounts, after | 315 |
the date of last entry, or, where the ledger sheets or other | 316 |
records show an open balance, after the date of transfer of the | 317 |
amount of the balance to another ledger sheet or record; | 318 |
(c) Official checks, drafts, money orders, and other | 319 |
instruments for the payment of money issued by the credit union | 320 |
and that have been canceled, after the date of issue; | 321 |
(d) Records relating to closed escrow accounts, after the | 322 |
date of closing; | 323 |
(e) Records, other than corporate resolutions, partnership | 324 |
authorizations, and similar authorizations relating to closed | 325 |
loans and discounts other than consumer credit loans and | 326 |
discounts, after the date of closing; | 327 |
(f) Safe deposit access tickets and correspondence or | 328 |
documents relating to access, after the date of transaction; | 329 |
(g) Lease or contract records relating to closed safe deposit | 330 |
accounts, after the date of closing; | 331 |
(h) Signature cards relating to closed demand, savings, or | 332 |
time accounts, closed safe deposit accounts, and closed | 333 |
safekeeping accounts, after the date of closing; | 334 |
(i) Undelivered statements for demand deposit, negotiable | 335 |
order of withdrawal, savings, agency, brokerage, or other accounts | 336 |
for which customer statements are prepared, and canceled checks or | 337 |
other items, after the date of statement, provided the credit | 338 |
union has attempted to send the statements and checks or other | 339 |
items to its customer, has held them pursuant to the instructions | 340 |
of or an agreement with its customer, or has made them available | 341 |
to its customer. | 342 |
(B) The superintendent of financial institutions may | 343 |
designate a retention period of either one year or six years for | 344 |
any record maintained by a credit union but not listed in division | 345 |
(A) of this section. The credit union shall retain or preserve | 346 |
records that are not listed in division (A) of this section and | 347 |
for which the superintendent has not designated a retention period | 348 |
for six years from the date of completion of the transaction to | 349 |
which the record relates or, if the last entry has been | 350 |
transferred to a new record showing the continuation of a | 351 |
transaction not yet completed, from the date of the last entry. | 352 |
(C) The requirements of divisions (A) and (B) of this section | 353 |
may be complied with by the preservation of records in the manner | 354 |
prescribed in section 1733.29 of the Revised Code. | 355 |
(D) In construing the terms set forth in division (A) of this | 356 |
section, reference may be made to general credit union usage. | 357 |
(E) A credit union may dispose of any records that have been | 358 |
retained or preserved for the period set forth in divisions (A) | 359 |
and (B) of this section. | 360 |
(F) Any action by or against a credit union based on, or the | 361 |
determination of which would depend on, the contents of records | 362 |
for which a period of retention or preservation is set forth in | 363 |
divisions (A) and (B) of this section shall be brought within the | 364 |
time for which the record must be retained or preserved. | 365 |
(G) Where a record may be classified under either division | 366 |
(A)(1) or (2) of this section, the credit union shall retain or | 367 |
preserve the record for the period set forth in division (A)(2) of | 368 |
this section. | 369 |
Sec. 1733.329. (A) There is hereby created in the division | 370 |
of financial institutions the credit union council, which shall | 371 |
consist of seven members. The deputy superintendent for credit | 372 |
unions shall be a member of the council and its chairperson. The | 373 |
governor, with the advice and consent of the senate, shall appoint | 374 |
the remaining six members. | 375 |
(B)(1) At least five of the six members appointed to the | 376 |
council shall have had credit union experience. | 377 |
(2) At least four of the six members appointed to the council | 378 |
shall be, at the time of appointment, individuals currently | 379 |
engaged in the exercise of duties, responsibilities, rights, and | 380 |
powers of a director or chief executive officer of a | 381 |
state-chartered credit union having its principal office in this | 382 |
state and doing business in this state pursuant to this chapter | 383 |
under the authority of the superintendent of financial | 384 |
institutions. | 385 |
(3) At least one of the six members appointed to the council | 386 |
shall be a director or chief executive officer of a | 387 |
state-chartered, federally insured credit union. | 388 |
(4) At least one of the six members appointed to the council | 389 |
shall be a director or chief executive officer of a | 390 |
state-chartered, privately insured credit union. | 391 |
(5) At least one of the six members appointed to the council | 392 |
shall be a director or chief executive officer of a | 393 |
state-chartered credit
union with | 394 |
or less in assets. | 395 |
(6) At least one of the six members appointed to the council | 396 |
shall be a director or chief executive officer of a | 397 |
state-chartered credit
union with more than | 398 |
dollars in assets. | 399 |
(C)(1) Initial appointments to the council shall be made | 400 |
within sixty days after the effective date of this section. Of the | 401 |
initial appointments, two shall expire one year after the | 402 |
effective date of this section, two shall expire two years after | 403 |
the effective date of this section, and two shall expire three | 404 |
years after the effective date of this section. Thereafter, terms | 405 |
of office shall be for three years. | 406 |
(2) Each member shall hold office from the date of | 407 |
appointment until the end of the term for which the member was | 408 |
appointed. In the case of a vacancy in the office of any member, | 409 |
the governor shall appoint a successor, who shall hold office for | 410 |
the remainder of the term for which the successor's predecessor | 411 |
was appointed. Any member shall continue in office subsequent to | 412 |
the expiration date of the member's term until the member's | 413 |
successor takes office, or until sixty days has elapsed, whichever | 414 |
occurs first. | 415 |
(3) If during a member's term on the council, the member | 416 |
ceases to be a director or chief executive officer of a credit | 417 |
union as described in divisions (B)(2) to (6) of this section for | 418 |
a period exceeding ninety days, the member shall be ineligible to | 419 |
continue to serve as a member of the council, and the member's | 420 |
position on the council shall be considered vacant. | 421 |
(D) No person appointed as a member of the credit union | 422 |
council may serve more than two consecutive full terms. However, a | 423 |
member may serve two consecutive full terms following the | 424 |
remainder of a term for which the member was appointed to fill a | 425 |
vacancy or following any term for which the member was appointed | 426 |
prior to the effective date of this section. | 427 |
(E)(1) The council shall hold regular meetings at the time | 428 |
and place it fixes, but at least once every six months, and shall | 429 |
meet at any time on call of the deputy superintendent to conduct | 430 |
its business and to decide by vote of the members the location of | 431 |
future meetings. Each member shall be provided with written notice | 432 |
of the time and location of each council meeting at least two days | 433 |
prior to the scheduled date of the meeting, unless the council by | 434 |
resolution provides for a shorter time. Four of the members of the | 435 |
council constitute a quorum to transact and vote on all business | 436 |
coming before the council. | 437 |
(2) The council, by a majority vote of those present at a | 438 |
meeting at which there is a quorum, may adopt and amend bylaws and | 439 |
rules the council considers necessary and proper. The council | 440 |
shall select one of its members as secretary, who shall keep a | 441 |
record of all its proceedings. | 442 |
(3) No member shall participate in a proceeding before the | 443 |
council involving any credit union of which the member is or was | 444 |
at any time in the preceding twelve months a member of the board | 445 |
of directors, an officer, an employee, or a shareholder. A member | 446 |
may refrain from participating in the proceedings of the council | 447 |
for any other cause the member considers sufficient. | 448 |
(F) The members of the council shall receive no salary, but | 449 |
their expenses incurred in performance of their duties shall be | 450 |
paid from funds appropriated for that purpose. | 451 |
(G) The governor may remove any of the six members appointed | 452 |
to the council whenever in the governor's judgment the public | 453 |
interest requires removal. Upon removing a member of the council, | 454 |
the governor shall file with the superintendent of financial | 455 |
institutions a statement of the cause for the removal. | 456 |
Sec. 1733.34. (A) Any credit union may, with the approval of | 457 |
the superintendent of credit unions, merge with any other credit | 458 |
union under the existing charter of the other credit union, | 459 |
pursuant to any plan approved by the board of directors of each | 460 |
credit union joining in the merger, and approved by
| 461 |
majority of the members of each credit union represented at a | 462 |
meeting of members in person, by ballot, or by proxy, duly called | 463 |
for such purpose, at which a
| 464 |
entire membership is present, unless such meeting of members of | 465 |
either credit union has been waived by the superintendent. The | 466 |
superintendent may waive the members vote if it is in the interest | 467 |
of the members, credit union, or for any other reason the | 468 |
superintendent deems proper. After such approval of the board and | 469 |
members of each credit union, the president or | 470 |
chairperson of the board and secretary of each credit union shall | 471 |
execute a certificate of merger, which shall set forth all of the | 472 |
following: | 473 |
(1) The time and place of the meeting of the board of | 474 |
directors at which the plan was agreed upon; | 475 |
(2) The vote in favor of adoption of the plan; | 476 |
(3) A copy of the resolution or other action by which the | 477 |
plan was agreed upon; | 478 |
(4) The time and place of the meeting of the members at which | 479 |
the plan agreed upon was approved; | 480 |
(5) The vote by which the plan was approved by the members. | 481 |
(B) Such certificates and a copy of the plan of merger agreed | 482 |
upon shall be forwarded to the superintendent and, upon approval, | 483 |
returned to the merging credit unions. | 484 |
(C) Upon any such merger so effected, all property, property | 485 |
rights, and interests of the merged credit unions shall vest in | 486 |
the surviving credit union without deed, endorsement, or other | 487 |
instrument of transfer, and all debts, obligations, and | 488 |
liabilities of the merged credit unions shall be deemed to have | 489 |
been assumed by the surviving credit union under whose charter the | 490 |
merger was effected. | 491 |
(D) This section shall be construed, whenever possible, to | 492 |
permit a credit union chartered under any other act to merge with | 493 |
one chartered under this act. | 494 |
(E) All persons and associations eligible for membership, as | 495 |
provided in section 1733.05 of the Revised Code, of both credit | 496 |
unions effecting a merger shall be deemed to have a common bond of | 497 |
association. | 498 |
Section 2. That existing sections 926.29, 1733.13, 1733.15, | 499 |
1733.19, 1733.329, and 1733.34 of the Revised Code are hereby | 500 |
repealed. | 501 |