5-7A-44
Section 5-7A-44 Rights of dissenting shareholders. The rights of shareholders of a national
bank dissenting from the conversion, merger or consolidation of the bank shall be governed
exclusively by the applicable laws of Congress. A shareholder of a state bank who votes against
the conversion, merger or consolidation of that state bank with or to a national bank, or
who has given notice in writing to the bank at or prior to such meeting that he dissents from
the conversion, merger or consolidation shall be entitled to receive in cash the value of
the shares held by him, if and when the conversion, merger or consolidation is consummated,
upon written request made to the resulting national bank at any time before 30 days after
the date of consummation of such conversion, merger or consolidation, accompanied by the surrender
of his stock certificates. The value of such shares shall be determined as of the date on
which the shareholders meeting was held authorizing the conversion, merger...
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5-7A-40
Section 5-7A-40 Authorized; exchange of stock. Any state bank may, with the consent of the
holders of a majority in amount of its stock obtained at a meeting of the shareholders called
therefor, be converted or merged into or consolidate with a national bank, in such manner
as may, at the time of such conversion, merger or consolidation, be prescribed by the laws
of the United States, and the stock of such state bank may be exchanged for stock in such
national bank upon such terms as the consenting shareholders may, at the meeting at which
the conversion, merger or consolidation is authorized, determine or upon such terms as the
holders of a majority of the stock of such state bank may, at any other meeting called for
such purpose, determine. All proceedings relating to such a conversion, merger or consolidation
shall be conducted in accordance with the requirements of Chapter 2A of Title 10, except that
if any provision thereof shall conflict with or be more restrictive than the...
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5-13B-21
Section 5-13B-21 Definitions. As used in this article, unless a different meaning is required
by the context, the following words and phrases shall have the following meanings: (a) "Alabama
bank" means a bank whose home state is Alabama. (b) "Alabama state bank" means
a bank chartered under the laws of Alabama. (c) "Bank" has the same meaning as set
forth in 12 U.S.C. §1813(h); provided that the term "bank" shall not include any
"foreign bank" as defined in 12 U.S.C. §3101(7), except that such term shall include
any foreign bank organized under the laws of a territory of the United States, Puerto Rico,
Guam, American Samoa, or the Virgin Islands, the deposits of which are insured by the Federal
Deposit Insurance Corporation. (d) "Bank holding company" has the meaning set forth
in 12 U.S.C. §1841(a) (1). (e) "Bank supervisory agency" means: (1) The Office
of the Comptroller of the Currency, the Federal Deposit Insurance Corporation, the Board of
Governors of the Federal Reserve...
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19-3B-816
Section 19-3B-816 Specific powers of trustee. (a) Without limiting the authority conferred
by Section 19-3B-815, a trustee may: (1) collect trust property and accept or reject additions
to the trust property from a settlor or any other person, including, but not being limited
to, the authority to receive, collect, hold, and retain common or preferred stock or other
interests in the trustee or any related party; (2) acquire or sell property, for cash or on
credit, at public or private sale; (3) exchange, partition, or otherwise change the character
of trust property; (4) deposit trust money in an account in a regulated financial-service
institution; (5) borrow money, with or without security, and mortgage or pledge trust property
for a period within or extending beyond the duration of the trust; (6) with respect to an
interest in a proprietorship, partnership, limited liability company, business trust, corporation,
or other form of business or enterprise, continue the business or other...
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5-7A-43
Section 5-7A-43 Continuation of identity, obligations, etc., of state bank. Upon such conversion,
merger or consolidation becoming effective, the national bank shall be deemed to be a continuation
of the entity and of the identity of the state bank and all the rights, obligations and relations
of the state bank to or in respect to any person, estate, creditor, depositor, trustee or
beneficiary of any trust and in, or in respect to, any executorship or trusteeship or other
trust or fiduciary function shall remain unimpaired. The national bank, as of the time of
the taking effect of such conversion, merger or consolidation shall succeed to all such rights,
obligations, relations and trusts and the duties and liabilities connected therewith and shall
execute and perform each and every such trust or relation in the same manner as if the national
bank had itself assumed the trust or relation, including the obligations and liabilities connected
therewith. If the state bank is acting as...
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5-7A-42
Section 5-7A-42 Transfer of property of state bank to national bank. At the time when such
conversion of or consolidation or merger by the state bank with a national bank, under the
charter of the latter, becomes effective, all the property of the state bank including all
its rights, title and interest in and to all property of whatsoever kind, whether real, personal
or mixed, and things in action, and every right, privilege, interest and asset of any conceivable
value or benefit then existing, belonging or appertaining to it or which would inure to it,
shall immediately, by act of law and without any conveyance or transfer and without any further
act or deed, be vested in and become the property of the national bank, which shall have,
hold and enjoy the same in its own right as fully and to the same extent as if the same were
possessed, held and enjoyed by the state bank. (Acts 1980, No. 80-658, p. 1259, §5-7-42;
Acts 1981, No. 81-504, p. 863, §1.)...
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5-7A-41
Section 5-7A-41 Meeting of stockholders for purpose of conversion or consolidation. All meetings
of shareholders, called for any of the purposes provided for in Section 5-7A-40, shall be
called by resolution of the board of directors. Notice of such meeting and of the purposes
thereof shall be published once a week for four consecutive weeks prior to the date of such
meeting in some newspaper with a general circulation in the city, town or village in which
the principal place of business of said state bank is located, provided, that newspaper publication
may be dispensed with entirely if waived by all the shareholders, and in the case of a merger
or consolidation, one publication at least 10 days before the meeting shall be sufficient
if publication for four weeks is waived by holders of at least two-thirds of each class of
capital stock. The state bank shall send such notice to each shareholder of record by registered
mail or by certified mail at least 10 days prior to the meeting,...
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27-31B-21
Section 27-31B-21 Conversion to or merger with reciprocal insurer. (a) An association captive
insurance company or industrial insured group formed as a stock or mutual corporation may
be converted to or merged with and into a reciprocal insurer in accordance with a plan therefor
and this section. (b) A plan for this conversion or merger shall satisfy both of the following:
(1) Be fair and equitable to the shareholders, in the case of a stock insurer, or the policyholders,
in the case of a mutual insurer. (2) Provide for the purchase of the shares of any nonconsenting
shareholder of a stock insurer or the policyholder interest of any nonconsenting policyholder
of a mutual insurer in substantially the same manner and subject to the same rights and conditions
as are accorded a dissenting shareholder under Article 13, commencing with Section 10-2B-13.01,
of Chapter 2B of Title 10. (c) A conversion authorized under subsection (a) shall satisfy
all of the following: (1) The conversion shall...
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5-13B-23
Section 5-13B-23 Interstate merger transactions and branching; operation of branches. (a) One
or more Alabama state banks may enter into an interstate merger transaction with one or more
out-of-state banks under this article, and an out-of-state bank resulting from such transaction
may maintain and operate the branches in Alabama of an Alabama state bank that participated
in such transaction, provided that the conditions and filing requirements of this article
are met. (b) Except as otherwise expressly provided in this subsection, an interstate merger
transaction, establishment of a de novo branch, or acquisition of a branch shall not be permitted
under this article if, upon consummation of such transaction, the out-of-state bank, including
all insured depository institutions that would be "affiliates" as defined in 12
U.S.C. §1841(k) of the out-of-state bank, would control 30 percent or more of the total amount
of deposits held by all insured depository institutions in this state....
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5-5A-13
Section 5-5A-13 Filing fee; other fees. (a) The Banking Board shall from time to time fix the
amount of the fee for filing an application for a new bank, and for: (1) Establishment of
a branch of an existing bank; (2) Conversion of a national bank to a state bank; (3) A merger
of two or more existing banks; (4) Establishment and operation of any facility authorized
under the provisions of Sections 5-2A-7 and 5-2A-8; (5) Acquisition of a majority of voting
stock of a bank; (6) Any examination necessitated by the foregoing; and (7) Other actions
that require the approval of the superintendent or the Banking Board. (b) All such fees shall
be paid into the special fund set up by the State Treasurer pursuant to Section 5-2A-20. (Acts
1980, No. 80-658, §5-5-13.)...
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