N.D. Cent. Code § 6-03-11

6-03-11. Conversion, consolidation, or merger

1. Any two or more banking institutions upon making application to the commissioner or

the state banking board may consolidate or merge if authorized by the commissioner

or board into one banking institution under the charter of either existing banking

institution on such terms and conditions as lawfully may be agreed upon by a majority

of the board of directors of each banking institution proposing to consolidate or merge

subject to rules adopted by the state banking board.

2. Before becoming final, such consolidation or merger must be ratified and confirmed by

the:

a. Vote of the shareholders of each such banking institution owning at least

two-thirds of its capital stock outstanding at a meeting to be held on the call of the

directors. Notice of such meeting and of the purpose thereof must be given to

each shareholder of record by registered or certified mail at least ten days prior to

the meeting. The shareholders may unanimously waive such notice and may

consent to such meeting and consolidation or merger in writing; or

b. Vote of the members of a cooperative financial institution.

(1) The proposition for a merger first must be approved by the board of

directors, and on a date set for a vote by the members either at a meeting or

by written ballot filed on or before the date, by a majority of the directors of

the organization which seeks the merger. Written notice of the proposition

and the date set for the vote must be delivered in person to each member or

mailed to each member at the address appearing on the records of the

organization. The notice must be mailed between seven and thirty days

before the date of the merger. Approval of the proposition for merger must

be made by the affirmative vote of two-thirds of the members participating in

the meeting.

(2) Each member of the cooperative financial institution is entitled to one vote

during a regular or special meeting of the membership. Voting rights for a

banking institution or financial institution are determined by applicable law.

(3) At least forty-five days before consideration of a merger, the membership

and board acting upon the proposed change must be made aware of the

merger under consideration and day and time of the meeting the change will

be acted upon.

(4) Promptly after the vote, and in no event later than ninety days thereafter, if

the proposition for merger was approved, the organization seeking the

merger shall provide the state banking board with the results of the vote,

verified by the affidavits of the president or vice president and secretary.

3. The capital stock and surplus of such consolidated banking institution must not be less

than that required under this title for the organization of a banking institution of the

class of the largest consolidating banking institution.

4. Immediately after the consolidation or merger a full report thereof, including a

statement of the assets and liabilities of the consolidated banking institution, must be

made to the commissioner by the surviving banking institution.

5. Any banking institution may without approval by any state authority convert into or

merge or consolidate with a national banking association as provided by federal law.

6. A national bank proposing to merge into a state-chartered bank shall grant the

commissioner discretionary authority to conduct an examination. The commissioner

shall set fees for such examination at an hourly rate sufficient to cover all reasonable

expenses of the department of financial institutions associated with the examination.

Fees must be collected by the commissioner and deposited in the financial institutions

regulatory fund.