12 U.S.C. § 2279f — Merger of similar banks

(a) Banks under this chapter may merge with same-subchapter banks in other districts if approved by the Farm Credit^* Administration Board, each bank’s Board, a majority of each bank’s stockholders voting in person^* or by proxy at an authorized meeting—with each association’s votes equal to its number of voting stockholders—and, for a bank for cooperatives, a majority of the total equity interests held by voting stockholders or guaranty-fund subscribers, including allocated but not unallocated surplus and reserves. (b) Sections 2279a–2 and 2279a–3 apply to the merged banks. (c)(1) A resulting bank must have a Board. (2) It must include two directors elected by each bank’s Board, with at least one from each bank elected by eligible stockholders or guaranty-fund subscribers, and one outside director^* elected by those directors. (3)(A) The outside director must have financial-services and credit experience and, during the prior 2 years, must not have been a borrower from, shareholder in, or director, officer, employee, or agent of a System institution. (B) If the directors do not elect one, the Farm Credit Administration Board appoints a qualified person until election. (4) With Farm Credit Administration approval, bylaws may set a different number and method of selecting directors, but must provide for at least one outside director.