
From the U.S. Code Online via GPO Access
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[Laws in effect as of January 2, 2001]
[Document not affected by Public Laws enacted between
  January 2, 2001 and January 28, 2002]
[CITE: 12USC2279f]

 
                       TITLE 12--BANKS AND BANKING
 
                     CHAPTER 23--FARM CREDIT SYSTEM
 
          SUBCHAPTER VII--RESTRUCTURING OF SYSTEM INSTITUTIONS
 
                    Part D--Mergers of Like Entities
 
Sec. 2279f. Merger of similar banks


(a) In general

    Banks organized or operating under this chapter may merge with banks 
in other districts operating under the same subchapter if the plan of 
merger is approved by--
        (1) the Farm Credit Administration Board;
        (2) the respective Boards of Directors of the banks involved;
        (3) a majority vote of the stockholders of each bank voting, in 
    person or by proxy, at a duly authorized stockholders' meeting, with 
    each association having a number of votes equal to the number of 
    such association's voting stockholders; and
        (4) in the case of a bank for cooperatives, a majority of the 
    total equity interests in such merging bank for cooperatives 
    (including allocated, but not unallocated, surplus and reserves) 
    held by those stockholders or subscribers to the guaranty fund of 
    the bank voting.

(b) Powers and capitalization

    Sections 2279a-2 and 2279a-3 of this title shall apply to banks 
merged under this section.

(c) Board of directors

                           (1) In general

        After a merger under subsection (a) of this section, a board of 
    directors shall be created for the resulting bank.

                           (2) Composition

        The board shall be composed of--
            (A) two directors elected by each of the bank boards, with 
        at least one such director from each bank being elected by the 
        eligible stockholders of, or subscribers to, the guaranty fund 
        of the merging banks; and
            (B) one outside director elected by the directors elected 
        under subparagraph (A).

                        (3) Outside director

        (A) Qualifications

            The outside director elected under paragraph (2)(B) shall be 
        experienced in financial services and credit, and within the 2-
        year period prior to such election, shall not have been a 
        borrower from, shareholder in, or director, officer, employee, 
        or agent of any institution of the Farm Credit System.

        (B) Failure to elect

            If the other members of the board fail to elect an outside 
        director, the Farm Credit Administration Board shall appoint a 
        qualified person to serve on the board of directors until such 
        member is so elected.

                             (4) Bylaws

        Notwithstanding paragraph (2), the bylaws of the merged bank 
    may, with the approval of the Farm Credit Administration, provide 
    for a different number of directors to be selected in a different 
    manner, except that the bylaws shall provide for at least one 
    outside director.

(Pub. L. 92-181, title VII, Sec. 7.12, as added Pub. L. 100-233, title 
IV, Sec. 416, Jan. 6, 1988, 101 Stat. 1652; amended Pub. L. 100-399, 
title IV, Sec. 408(q), (r), Aug. 17, 1988, 102 Stat. 1002, 1003.)


                               Amendments

    1988--Subsec. (b). Pub. L. 100-399, Sec. 408(q), substituted 
``Powers and capitalization'' for ``Procedures'' in heading and, in 
amending text generally, substituted ``Sections 2279a-2 and 2279a-3 of 
this title'' for ``The provisions of sections 2279a-2 through 2279a-4 of 
this title''.
    Subsec. (c)(2)(B). Pub. L. 100-399, Sec. 408(r), substituted 
``directors'' for ``members''.


                    Effective Date of 1988 Amendment

    Amendment by Pub. L. 100-399 effective as if enacted immediately 
after enactment of Pub. L. 100-233, which was approved Jan. 6, 1988, see 
section 1001(a) of Pub. L. 100-399, set out as a note under section 2002 
of this title.

                  Section Referred to in Other Sections

    This section is referred to in section 2279c-2 of this title.
