17 Pa.C.S. Ch. 11

in effect

17 Pa.C.S. § 1101 Conversion into Federal credit union.

(a) General rule.--A credit union may be converted into a Federal credit union by complying with the following requirements: (1) The proposition for such conversion shall first be approved by a majority vote of the directors of the credit union who shall also set a date for the vote thereon by the members. The vote of the members shall be conducted at a meeting held on such date, or by written ballot if the bylaws so provide to be filed on or before such date. Notice of the proposition and of the date set for the vote shall be given each member not more than 30 nor less than ten days prior to such date. Approval of the proposition shall be by the affirmative vote of a majority of the members voting, in person or in writing, either at a meeting of the credit union or through a mail ballot vote. In order for a vote to be considered valid, there must be a quorum established. In the case of a meeting of the credit union, a quorum shall be established by the presence of at least 10% of the credit union's membership. In the case of a mail ballot vote, a quorum shall be established by the written response of at least 10% of the credit union's membership. (2) A statement of the result of the vote, certified by an officer of the credit union, shall be filed with the department within ten days after the vote is taken. (3) Promptly after the vote is taken and in no event later than 90 days thereafter, if the proposition for conversion was approved, the credit union shall take such action as may be necessary under the applicable laws of the United States to make it a Federal credit union, and, within ten days after receipt of the Federal credit union charter, it shall file a copy of the charter thus issued with the Department of State which shall furnish a copy thereof to the department. Upon such filing with the Department of State, the credit union shall no longer be subject to any of the provisions of this title. The successor Federal credit union shall be vested with all of the assets and shall continue to be responsible for all of the obligations of the credit union thus converted to the same extent as though the conversion had not taken place. (b) Cross reference.--See 15 Pa.C.S. § 134 (relating to docketing statement). (Dec. 12, 1994, P.L.1067, No.146, eff. 60 days; Dec. 9, 2002, P.L.1572, No.207, eff. 60 days; June 18, 2014, P.L.754, No.62, eff. 60 days) Amendment. Act 62 amended subsec. (a)(1). 2002 Amendment. Act 207 amended subsec. (a).

17 Pa.C.S. § 1102 Conversion from Federal credit union.

(a) General rule.--A Federal credit union may be converted into a credit union subject to the provisions of this title by: (1) Complying with all Federal requirements requisite to enabling it to convert to a credit union or to cease being a Federal credit union. (2) Filing with the department proof of compliance with such Federal requirements in form satisfactory to the department. (3) Filing with the department, together with such reasonable fees as shall be established by the department, including an application fee and fees for such examination and such investigation as it may deem necessary, articles of conversion which shall set forth: (i) The proposed name of the converted credit union. (ii) The exact location of the principal place of business of the credit union into which the Federal credit union plans to become converted. (iii) The number, names and addresses of the persons to be the first directors of the converted credit union. (iv) All other statements required by this title to be set forth in original articles of incorporation in the case of the formation of a credit union in so far as such information is applicable to a Federal credit union proposing to become converted into a credit union. (b) Department review.--Immediately upon the receipt of the articles of conversion, the department shall conduct such examination as may be deemed necessary to ascertain from the best sources of information at its command: (1) Whether the name of the proposed credit union conforms with the requirements of law for the name of a credit union and whether it is the same as one already adopted or reserved by another person or is so similar thereto that it is likely to mislead the public. (2) Whether the conversion is made for legitimate purposes. (3) Whether the interests of members and creditors are adequately protected. (4) Whether the proposed credit union meets all of the requirements of this title and violates none of its prohibitions applicable to a credit union incorporated under this title. (5) Whether the Federal credit union has complied with the requirements of the laws of the United States as they relate to the conversion of a Federal credit union into a credit union. Within 60 days after receipt of the articles of conversion, the department shall, upon the basis of the facts disclosed by its investigation, either approve or disapprove such articles. (c) Approval action.--If the department approves the articles, it shall register its approval thereon and shall forward them to the Department of State for filing. Immediately upon receipt of the approved articles of conversion, the Department of State shall file the articles. The conversion shall become effective immediately upon such filing and the converted credit union shall have all the rights, privileges, immunities and franchises of the Federal credit union, except that it shall not thereafter acquire authority to engage in any business or exercise any right which is forbidden to a credit union when originally incorporated under this title. (d) Disapproval action.--If the department disapproves the articles of conversion, it shall return them to the Federal credit union desiring to become converted into a credit union stating in detail its reasons for so doing. (e) Cross reference.--See 15 Pa.C.S. § 134 (relating to docketing statement). (Dec. 9, 2002, P.L.1572, No.207, eff. 60 days) 2002 Amendment. Act 207 amended subsecs. (a), (b) and (d).

17 Pa.C.S. § 1103 Merger and consolidation authorized.

(a) General rule.--A credit union subject to this title may merge or consolidate with other credit unions, with Federal credit unions, with out-of-State credit unions or with a combination of other credit unions, Federal credit unions and out-of-State credit unions to form a credit union, Federal credit union or out-of-State credit union. (b) Approvals and conditions.--Before merging or consolidating, the credit unions involved must obtain prior approval from the department. In the case of a merger or consolidation with a Federal credit union, the merger or consolidation shall be made pursuant to Federal law in addition to the provisions of this title. In the case of a merger or consolidation with an out-of-State credit union, the merger or consolidation shall be made pursuant to the credit union law of the state of incorporation of the out-of-State credit union or, if credit unions incorporated in different states are involved, pursuant to the credit union laws of the various states of incorporation of the out-of-State credit unions in addition to the provisions of this title. (Dec. 9, 2002, P.L.1572, No.207, eff. 60 days) 2002 Amendment. Act 207 amended subsec. (b).

17 Pa.C.S. § 1104 Adoption of plan.

(a) General rule.--The board of directors of each of the credit unions, Federal credit unions or out-of-State credit unions which desire to merge or consolidate shall, by resolution adopted by at least a majority of all the members of each board, approve a plan of merger or consolidation setting forth the terms and conditions of the merger or consolidation and the mode of carrying the same into effect, the manner and basis of converting the shares of each credit union, Federal credit union or out-of-State credit union into shares or other securities or obligations of the surviving or new credit union, Federal credit union or out-of-State credit union, and such other details and provisions as are deemed necessary. Except where the approval of the members is not required, the board of directors shall direct that the plan be submitted to a vote of the members of such credit union, Federal credit union or out-of-State credit union entitled to vote thereon at an annual or special meeting of the members to be held on not less than 15 days prior notice thereof given to each member of record, which notice shall state the place, day, hour and purpose of the meeting and shall have included therein or enclosed therewith a copy or summary of the plan of merger or consolidation. (b) Domestic approval.--The plan of merger or consolidation to form a surviving or new credit union, Federal credit union or out-of-State credit union shall be adopted upon receiving, if the credit union is not the surviving institution, the affirmative vote of at least a majority of the members voting thereon or upon receiving, if the credit union is the surviving institution, the affirmative vote of at least a majority of the board of directors voting thereon. (c) Federal or out-of-State approval.--The plan of merger or consolidation shall be authorized, adopted or approved by each of the merging or consolidating Federal credit unions and out-of-State credit unions in accordance with applicable Federal or State law. (June 18, 2014, P.L.754, No.62, eff. 60 days) 2014 Amendment. Act 62 amended subsec (a).

17 Pa.C.S. § 1105 Articles of merger or consolidation.

(a) General rule.--Upon the adoption, pursuant to the provisions of this chapter, of the plan of merger or consolidation by the credit unions, Federal credit unions and out-of-State credit unions desiring to merge or consolidate, articles of merger or consolidation shall be executed by each credit union, Federal credit union and out-of-State credit union by a duly authorized officer of each credit union, Federal credit union and out-of-State credit union and shall set forth: (1) The name and exact location of the principal place of business of the surviving or new credit union, Federal credit union or out-of-State credit union. (2) The time and place of the meeting of the board of directors at which the plan of merger or consolidation was proposed and, except where approval of the members is not required, the time and place of the meeting of the members of each credit union, Federal credit union and out-of-State credit union at which the plan of merger or consolidation was authorized, adopted or approved, the kind and period of notice given to the members and the total vote by which the plan was authorized, adopted or approved. (3) In the case of a merger into a surviving credit union, any changes desired to be made in the articles of the surviving credit union, or, in the case of a consolidation into a new credit union, all of the statements required by this title to be set forth in the original articles in the case of the formation of a credit union. (4) The number, names and addresses of the persons to be the first directors of the surviving or new credit union, Federal credit union or out-of-State credit union. (5) The plan of merger or consolidation. (b) Department review.--The articles of merger or consolidation shall be filed with the department which, immediately upon receipt thereof, shall conduct such investigation as may be deemed necessary to ascertain from the best sources at its command: (1) Whether, if the articles are articles of consolidation, the name of the proposed new credit union, Federal credit union or out-of-State credit union conforms with the requirements of law for the name of a credit union and whether it is the same as one already adopted or reserved by another corporation or person or is so similar thereto that it is likely to mislead the public. (2) Whether, if the merger or consolidation includes one or more Federal credit unions, all requirements of the laws of the United States pertaining thereto have been complied with. (3) Whether the interests of members and creditors are adequately protected. (4) Whether the credit unions, including the surviving or new credit union, have met all of the requirements of this title and have violated none of its prohibitions applicable to a credit union incorporated under this title. (5) Whether, if the merger or consolidation includes an out-of-State credit union, there is compliance with the applicable requirements of the law of the state of incorporation of the out-of-State credit union. Within 60 days after receipt of the articles of merger or consolidation, the department shall, upon the basis of the facts disclosed by its investigation, either approve or disapprove such articles. (c) Approval action.--If the department approves the articles, it shall register its approval thereon and shall forthwith forward them to the Department of State for filing, and, immediately upon receipt thereof, the Department of State shall file the articles. (d) Effect of merger or consolidation.--The merger or consolidation shall become effective immediately upon such filing, and the surviving or new credit union, Federal credit union or out-of-State credit union shall be vested with all the assets and shall have all the rights, privileges, immunities and franchises and shall be responsible for all the obligations of the merging or consolidating credit unions, Federal credit unions and out-of-State credit unions; but otherwise, if such surviving or new credit union shall be a Federal credit union or an out-of-State credit union, upon such filing by the Department of State, the surviving or new Federal credit union or out-of-State credit union shall no longer be subject to the provisions of this title other than, in the case of an out-of-State credit union, Chapter 15 (relating to out-of-State credit unions). (e) Disapproval action.--If the department shall disapprove the articles, it shall return them to the credit union, Federal credit union or out-of-State credit union from which they were received, stating the reasons for such disapproval. (f) Cross reference.--See 15 Pa.C.S. § 134 (relating to docketing statement). (Dec. 9, 2002, P.L.1572, No.207, eff. 60 days) 2002 Amendment. Act 207 amended subsecs. (b) and (e).

17 Pa.C.S. § 1106 Supervisory mergers or consolidations by department.

Notwithstanding any other provision of this title, the department may require a merger or consolidation of a credit union which is insolvent or is in danger of insolvency with any other credit union, Federal credit union or out-of-State credit union or may authorize a credit union to purchase any of the assets of, or assume any of the liabilities and capital of, any other credit union, Federal credit union or out-of-State credit union if the department is satisfied that: (1) an emergency requiring expeditious action exists with respect to such a credit union; (2) other alternatives are not reasonably available; and (3) the public interest would best be served by approval of such merger, consolidation, purchase or assumption. (Dec. 9, 2002, P.L.1572, No.207, eff. 60 days)

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.palegis.us/statutes/consolidated/view-statute?txtType=HTM&ttl=17Fetched: 10/16/2026