Section 136. Change of national banking association into state bank by conversion or merger

1. A national banking association may convert into  or merge with a state bank under a  state  charter,  provided  that  the
  action  taken  complies with federal law. Each such conversion or merger
  shall be subject to the requirements of this chapter.
    2. In the case of each conversion, a written plan of conversion  shall
  be submitted, in duplicate, to the superintendent. Such plan shall be in
  form  satisfactory  to the superintendent, shall prescribe the terms and
  conditions of the conversion and the mode of carrying it into effect and
  shall have annexed thereto and forming a part  thereof  an  organization
  certificate  of  the  state bank which is to result from the conversion.
  Such organization certificate shall be in the form prescribed by section
  four thousand one of this chapter with such variations, if any, as shall
  be satisfactory to the superintendent.  With  such  plan  of  conversion
  there  shall  be  submitted,  in  duplicate,  to  the  superintendent  a
  certificate of the president,  secretary  or  cashier  of  the  national
  banking  association certifying that all steps have been taken which are
  necessary under federal law to the consummation of the  conversion.  The
  superintendent  shall  approve  or  disapprove  such  plan of conversion
  within ninety days of such submission thereof to  him  or  her.  If  the
  superintendent  shall  approve  such  plan,  he  or  she  shall file one
  duplicate thereof, together  with  one  duplicate  of  such  certificate
  submitted   therewith   and   the   original  of  the  approval  of  the
  superintendent, in the office  of  the  superintendent,  and  the  other
  duplicate  of  such  plan, together with a duplicate of such certificate
  and a duplicate of the superintendent's approval, shall be filed in  the
  office  of  the clerk of the county in which the principal office of the
  state bank is to be located. Upon such  filing  in  the  office  of  the
  superintendent,  the  conversion  shall become effective, unless a later
  date is specified in the plan,  in  which  event  the  conversion  shall
  become  effective upon such later date, and the organization certificate
  attached to such plan shall thereafter be the  organization  certificate
  of the state bank for all purposes.
    3.  In  the  case  of  each  merger, a written plan of merger shall be
  submitted, in duplicate, to the superintendent. Such plan  shall  be  in
  form  satisfactory  to  the superintendent and shall prescribe the terms
  and conditions of the merger and the mode of carrying  it  into  effect.
  Such  plan  may  provide  the  name  to  be  borne by the state bank, as
  receiving corporation, if such name is to be changed. Such plan may also
  name the persons who shall constitute the first board  of  directors  of
  the  state  bank after the merger shall have been accomplished, provided
  that  the  number  and  qualifications  of  such  persons  shall  be  in
  accordance  with  the  provisions of this chapter relating to the number
  and qualifications of directors of  a  state  bank;  or  such  plan  may
  provide  for a meeting of the stockholders to elect a board of directors
  within sixty  days  after  such  merger,  and  may  make  provision  for
  conducting  the  affairs  of the state bank meanwhile. With such plan of
  merger there shall be submitted, in duplicate, to the superintendent the
  following: (a) by the national banking association, a certificate of the
  president, secretary or cashier of such association certifying that  all
  steps  have  been  taken  which  are  necessary under federal law to the
  consummation of the merger; (b) by the state bank, a certificate of  the
  president,  secretary or cashier certifying that such plan of merger has
  been approved by the board of directors of the state bank by a  majority
  vote  of  all  the members thereof, that such plan has been submitted to
  the stockholders of the state bank at a meeting thereof held upon notice
  of at least fifteen days, specifying the time, place and object of  such
  meeting  and addressed to each stockholder at the address appearing upon

  the books of the state bank and published at least once a week  for  two
  successive  weeks in one newspaper in the county in which the state bank
  has its principal place of business, and that such plan  of  merger  has
  been  approved at such meeting by the vote of the stockholders owning at
  least two-thirds in amount of the stock of the state bank,  except  that
  such  certificate submitted by the state bank need not certify that such
  plan was submitted to or approved by vote of  the  stockholders  of  the
  state  bank  if (i) the total assets of the national banking association
  do not exceed ten per centum of the total assets of the state  bank  and
  (ii)  the  plan  of  merger  does  not change the name or the authorized
  shares of capital stock of the state bank or make or require  any  other
  change or amendment for which the approval or consent of stockholders of
  the state bank would be required under provisions of law other than this
  section.
    4.  As  used  in  this  section, the term "state bank" means a bank or
  trust company. For purposes  of  merger  under  this  section  the  term
  "national  banking  association"  means  one  or  more  national banking
  associations.
    5. With the written plan of conversion submitted under subdivision two
  hereof, there shall be paid to the superintendent an  investigation  fee
  as  prescribed pursuant to section eighteen-a of this chapter; provided,
  however,  that  no  investigation  fee  shall  be  payable  under   this
  subdivision with respect to a merger to which subdivision two of section
  one  hundred  thirty-six-b  of  this article is applicable, and with the
  written plan of merger submitted under subdivision  three  hereof  there
  shall  be  paid to the superintendent an investigation fee as prescribed
  pursuant to section eighteen-a of this chapter.