Section 137. Change of state bank into national banking association by conversion, merger or consolidation

1. A state bank may, by vote of the  stockholders owning at least two-thirds in amount of its stock,  convert
  into, or merge or consolidate with, a national banking association under
  the  charter of a national banking association in the manner provided by
  federal law and without approval of any state authority.
    2. The franchise of a state bank as a state bank  shall  automatically
  terminate when its conversion into or its merger or consolidation with a
  national  banking association under a federal charter is consummated and
  the resulting national banking association shall be considered the  same
  business  and corporate entity as the state bank, although as to rights,
  powers and duties the resulting bank is a national banking association.
    3. At the time when such conversion, merger or  consolidation  becomes
  effective
    (a)  all  of  the property, rights, powers and franchises of the state
  bank shall vest in the national banking  association  and  the  national
  banking  association  shall  be subject to and be deemed to have assumed
  all of the debts, liabilities, obligations and duties of the state  bank
  and  to  have  succeeded  to  all  of  its  relationships,  fiduciary or
  otherwise, as fully and to the same extent as if such property,  rights,
  powers,   franchises,   debts,   liabilities,  obligations,  duties  and
  relationships had been originally acquired, incurred or entered into  by
  the  national  banking  association;  provided, however, that nothing in
  this  section  shall  be  deemed  to  authorize  the  national   banking
  association  to  maintain  as  its  own  office  any  office  previously
  maintained by the state bank, and authority, if  any,  to  maintain  any
  such office shall be governed by applicable federal law;
    (b) any reference to the state bank in any contract, will or document,
  whether executed or taking effect before or after the conversion, merger
  or  consolidation,  shall  be  considered  a  reference  to the national
  banking association if not inconsistent with the other provisions of the
  contract, will or document;
    (c) a pending action or other judicial proceeding to which  the  state
  bank  is  a  party,  shall  not  be  deemed  to  have  abated or to have
  discontinued by reason of the conversion, merger or  consolidation,  but
  may  be prosecuted to final judgment, order or decree in the same manner
  as if the conversion, merger or consolidation had not been made; or  the
  national  banking  association  may  be  substituted  as a party to such
  action or proceeding, and any judgment, order or decree may be  rendered
  for or against it that might have been rendered for or against the state
  bank if the conversion, merger or consolidation had not occurred.
    4.  As  used  in  this  section, the term "state bank" means any bank,
  trust company or other banking organization engaged in the  business  of
  receiving  deposits  other  than a mutual savings bank.  For purposes of
  merger or consolidation under this section the  term  "national  banking
  association"  means  one  or more national banking associations, and the
  term "state bank" means one or more state banks.