CHAPTER 571

An Act to amend and reenact §§ 6-14, 6-20 and 18-40 of the Code of
Virginia, the first two sections relating to national banking corpora-
tions becoming state banking corporations, and the latter section
relating to merger or consolidation of corporations; to amend the
Code of Virginia by adding new sections numbered 6-15.1, 6-15.2 and
6-15.8 relating to national and state banking institutions and to
repeal §§ 6-15, 6-16 and 6-17 of the Code of Virginia.

[H 466]

Approved April 3, 1952

Be it enacted by the General Assembly of Virginia:
1. That §§ 6-14, 6-20 and 13-40 of the Code of Virginia be amended
and reenacted and that the Code of Virginia be amended by adding new
sections numbered 6-15.1, 6-15.2 and 6-15.3, as follows:

§ 6-14. * A national banking association, organized under the laws
of the United States and doing business in this State, may be converted
into and become an incorporated bank of this State * by the following

procedure:
* * *
1. The directors of the national banking association shall cause to
be incorporated under the laws of this State a corporation authorized by
its certificate of incorporation to conduct the business of banking as the
successor of the national banking association.

a. The certificate of incorporation of said corporation shall conform
as nearly as may be legally permissible to that of the national banking
association.

b. The principal office of said corporation shall be in the county or
city wherein the national banking association has its principal office.

c. The maximum amount of the capital stock of said corporation.
its division into shares, the par value of shares, their classification and
preferences, if any, shall conform in all respects to those of the national
banking association; and the minimum capital stock requirements shall
comply with § 6-88 of the Code.

2. The procedure to be followed in effecting the conversion of a
national banking association to a State bank shall be that prescribed by
the Act of Congress of August seventeen, nineteen hundred fifty, Chapter
729, as it now exists or as it may hereafter be amended.

8. Upon completion of the procedures required by federal law, the
president of the national banking association and the official having
custody of its records shall execute under the seal of the association, a
certificate showing in detail the procedures followed, the number of shares
of each class of stock of the national banking association issued and
outstanding and the vote of each class of stockholders in favor of the
plan of conversion, and file said certificate with the State Corporation
Commission.

§ 6-15.1. The State Corporation Commission shall examine the
certificate filed pursuant to § 6-14 and if from such examination it appears
that the procedure required by federal law has been followed and that
the conversion has been approved by the stockholders of the national
banking association in the manner and by the percentage vote required
by federal law, the commission may issue to the newly incorporated
State bank a certificate of authority to do business as a bank, in accordance
with the provisions of §§ 6-31 and 6-82, and upon the issue of such certifi-
cate the conversion of the national banking association into a State bank
shall be and become effective and automatically completed.

§ 6-15.2. Upon the conversion of a national banking association to
a State bank, as provided in § 6-14 and § 6-15, the State bank shall be
considered to be the same business and corporate entity as the former
national banking association but with rights, powers and duties as
prescribed by State law. Any reference to the former national banking
association in any contract, will or document shall be considered and
construed as a reference to the State bank if not inconsistent with the
provisions of the contract, will or document or with applicable law.

§ 6-15.38. The rights of stockholders of the nationul banking ecsso-
ciation who dissent from the action of the stockholders, approving the
conversion of the national banking corporation into a State bank, shall
be governed by the provisions of § 2(b) of the Act of Congress of August
seventeen, nineteen hundred fifty, Chapter 729, as now existing or as
hereafter amended.

§ 6-20. Any bank organized and doing business under the laws of
this State may be merged or consolidated with another bank organized
and doing business under the laws of this State, * upon compliance with
the provisions of §§ 13-40 to 13-45 of this Code relating to mergers or
consolidations of corporations, except that such mergers or consolidations
of banks shall be ratified and confirmed by an affirmative vote of the
shareholders of each of such banks owning at least two-thirds of its
capital stock outstanding and having voting power. The provisions of
§§ 13-55, 13-58 and 13-59 of this Code shall apply to such merged or
consolidated corporation except as otherwise provided in this chapter.
Any bank organized and doing business under the laws of this State may
be merged or consolidated with a national banking association, doing
business in this State, by following the procedures in such case made
and provided by federal law.

§ 13-40. Except as any merger or consolidation is prohibited by
8§ 56-49 or 56-345, and except as to the merger or consolidation of a
State bank with a national banking association as authorized by § 6-20,
any corporation not under patronage or control of the State, organized or
to be organized under any law or laws of this State, whether it be a
corporation having capital stock or a nonstock corporation (other than
a nonstock corporation organized for social purposes only), may merge
or consolidate in the manner prescribed in § 13-43 of this Code into a
single corporation with any other corporation organized for the purpose
of carrying on the same or a similar business or for the same or similar
purposes under the laws of this or any other state of the United States,
or under the laws of the United States; and a corporation organized for
social purposes only may merge or consolidate in the same manner,
except that the merger or consolidation of such corporations shall be by
unanimous vote of the members by whatever name called having voting
power at a meeting legally called for the purpose of considering and
voting in person or by proxy on an agreement for merger or consolidation.
2. §§ 6-15, 6-16 and 6-17 of the Code of Virginia are repealed.