12 U.S.C. § 2279c–1 — Merger of associations

(a) In general. Two or more associations in the same district may merge into one entity, called a “merged association” in this subchapter, whether or not they are organized under the same subchapter of this chapter. The merger plan must be approved by (1) the Farm Credit^* Administration Board; (2) the boards of directors of the associations; (3) a majority of the shareholders of each association who vote in person^* or by proxy at a properly authorized stockholders’ meeting; and (4) the Farm Credit Bank. (b) Powers, obligations, and consolidation. (1) Powers and obligations. Unless this subchapter provides otherwise, a merged association must (A) have all powers that this chapter grants to the associations forming it; and (B) be subject to all obligations that this chapter imposes on those associations. (2) Consolidation. The Farm Credit Administration must issue regulations establishing how the powers and obligations of the associations forming the merged association are consolidated and, as necessary, reconciled in the merged association. (c) Stock issuance. (1) Plan of merger. Subject to section 2154a, the merger plan adopted by the merged associations determines the number of capital-stock shares issued to the stockholders of each association forming the merged association and the rights and privileges of those shares, including voting power, liquidation preferences, and the right to dividends. (2) Capitalization. Consistent with section 2154a, each merged association must provide in its bylaws, subject to Farm Credit Administration regulations, for the association’s capitalization; how association stock is issued, held, transferred, and retired; and how association earnings are distributed.