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12 U.S.C. § 2279d — Merger of associations
Federal law — U.S. Code and appendices · legal_authorities
**(a) In general** Two or more associations within the same district, whether or not organized under the same subchapter of this chapter, may merge into a single entity (hereinafter in this subchapter referred to as a “merged association”) if the plan of merger is 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 voting, in person or by proxy, at a duly authorized stockholders’ meeting; and
(4) the Farm Credit Bank.
**(b) Powers, obligations, and consolidation**
(1) **Powers and obligations** — Except as otherwise provided by this subchapter, a merged association shall—
(A) possess all powers granted under this chapter to the associations forming the merged association; and
(B) be subject to all of the obligations imposed under this chapter on the associations forming the merged association.
(2) **Consolidation** — The Farm Credit Administration shall issue regulations that establish the manner in which the powers and obligations of the associations that form the merged association are consolidated and, to the extent necessary, reconciled in the merged association.
**(c) Stock issuance**
(1) **Plan of merger** — Subject to [section 2154a of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section2154a&num=0&edition=prelim), the number of shares of capital stock issued by a merged association to the stockholders of any association forming such merged association, and the rights and privileges of such shares (including voting power, preferences on liquidation, and the right to dividends), shall be determined by the plan of merger adopted by the merged associations.
(2) **Capitalization** — In accordance with [section
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Stable record: federal_law:legal_authorities:record_usc_abf71bd3beda277dd19bde77
Source file: Laws/federal/codes/united-states-code/title-12/section-2279d-merger-of-associations--12d6a84732.md
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Passage SHA-256: 78a1a3fcb67df6243d69a4441ee86c85dd3947eb75c1045b27c127731d6a996e
Source location: Title 12, Chapter 23, § 2279d; chapter-023-farm-credit-system.md
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**(a) In general** Two or more associations within the same district, whether or not organized under the same subchapter of this chapter, may merge into a single entity (hereinafter in this subchapter referred to as a “merged association”) if the plan of merger is 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 voting, in person or by proxy, at a duly authorized stockholders’ meeting; and
(4) the Farm Credit Bank.
**(b) Powers, obligations, and consolidation**
(1) **Powers and obligations** — Except as otherwise provided by this subchapter, a merged association shall—
(A) possess all powers granted under this chapter to the associations forming the merged association; and
(B) be subject to all of the obligations imposed under this chapter on the associations forming the merged association.
(2) **Consolidation** — The Farm Credit Administration shall issue regulations that establish the manner in which the powers and obligations of the associations that form the merged association are consolidated and, to the extent necessary, reconciled in the merged association.
**(c) Stock issuance**
(1) **Plan of merger** — Subject to [section 2154a of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section2154a&num=0&edition=prelim), the number of shares of capital stock issued by a merged association to the stockholders of any association forming such merged association, and the rights and privileges of such shares (including voting power, preferences on liquidation, and the right to dividends), shall be determined by the plan of merger adopted by the merged associations.
(2) **Capitalization** — In accordance with [section 2154a of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section2154a&num=0&edition=prelim), each merged association shall provide, through bylaws and subject to Farm Credit Administration regulations, for the capitalization of the association and the manner in which association stock shall be issued, held, transferred, and retired, and association earnings shall be distributed.
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Federal law — U.S. Code and appendices · legal_authorities
Each of the banks of the System, in order to obtain funds for its authorized purposes, shall have power, subject to regulation by the Farm Credit Administration, and subject to the limitations of paragraph (e) of this section, to—
**(a)** Borrow money from or loan to any other institution of the System, borrow from any commercial bank or other lending institution, issue its notes or other evidence of debt on its own individual responsibility and full faith and credit, and invest its excess funds in such sums, at such times, and on such terms and conditions as it may determine.
**(b)** Issue its own notes, bonds, debentures, or other similar obligations, fully collateralized as provided in [section 2154(c) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section2154/c&num=0&edition=prelim) by the notes, mortgages, and security instruments it holds in the performance of its functions under this chapter in such sums, maturities, rates of interest, and terms and conditions of each issue as it may determine with approval of the Farm Credit Administration.
**(c)** Join with any or all banks organized and operating under the same subchapter of this chapter in borrowing or in issuance of consolidated notes, bonds, debentures, or other obligations as may be agreed with approval of the Farm Credit Administration.
**(d)** Join with other banks of the System in issuance of System-wide notes, bonds, debentures, and other obligations in the manner, form, amounts, and on such terms and conditions as may be agreed upon with approval of the Farm Credit Administration. Such System-wide issue by the participating banks and such participations by each bank shall not exceed the limits to which each such bank is subject in the issuance of its individual
Source: Supplied U.S. Code snapshot — release unconfirmed · 12 U.S.C. § 2154a
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Voluntary liquidation** The Corporation may voluntarily liquidate only with the consent of, and in accordance with a plan of liquidation approved by, the Farm Credit Administration Board.
**(b) Involuntary liquidation**
(1) **In general** — The Farm Credit Administration Board may appoint a conservator or receiver for the Corporation under the circumstances specified in [section 2183(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section2183/b&num=0&edition=prelim).
(2) **Application** — In applying [section 2183(b) of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section2183/b&num=0&edition=prelim) to the Corporation under paragraph (1)—
(A) the Corporation shall also be considered insolvent if the Corporation is unable to pay its debts as they fall due in the ordinary course of business;
(B) a conservator may also be appointed for the Corporation if the authority of the Corporation to purchase qualified loans or issue or guarantee loan-backed securities is suspended; and
(C) a receiver may also be appointed for the Corporation if—
(i)
(I) the authority of the Corporation to purchase qualified loans or issue or guarantee loan-backed securities is suspended; or
(II) the Corporation is classified under [section 2279bb–4 of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section2279bb-4&num=0&edition=prelim) as within level III or IV and the alternative actions available under part B are not satisfactory; and
(ii) the Farm Credit Administration determines that the appointment of a conservator would not be appropriate.
(3) **No effect on supervisory actions** — The grounds for appointment of a conservator for the Corporation
Source: Supplied U.S. Code snapshot — release unconfirmed · 12 U.S.C. § 2002
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Federal law — U.S. Code and appendices · legal_authorities
**(a) Period** A stockholder vote in favor of—
(1) the merger of districts under this chapter;
(2) the merger of banks within a district under [section 2279a of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section2279a&num=0&edition=prelim);
(3) the transfer of the lending authority of a Federal land bank or a merged bank having a Federal land bank as one of its constituents, under [section 2279b of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section2279b&num=0&edition=prelim);
(4) the merger of two or more associations under section 2279c–1 or 2279f–1 of this title;
(5) the termination of the status of an institution as a System institution under [section 2279d of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section2279d&num=0&edition=prelim); or
(6) the merger of similar banks under [section 2279f of this title](https://uscode.house.gov/view.xhtml?req=granuleid:USC-prelim-title12-section2279f&num=0&edition=prelim);
shall not take effect except in accordance with subsection (b).
**(b) Reconsideration**
(1) **Notice** — Not later than 30 days after a stockholder vote in favor of any of the actions described in subsection (a), the officer or employee that records such vote shall ensure that all stockholders of the voting entity receive notice of the final results of the vote.
(2) **Effective date** — A voluntary merger, transfer, or termination that is approved by a vote of the stockholders of two or more banks or associations shall not take effect until the expiration of 30 days after the date on which the stockholders of such banks or associations are notified of the final result of the vote in accordance with paragraph (1).
(3) **Petition filed** — If
Source: Supplied U.S. Code snapshot — release unconfirmed · 12 U.S.C. § 2279e
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Federal law — U.S. Code and appendices · legal_authorities
Page 1411
TITLE 12—BANKS AND BANKING
§ 2279d
subsection (a), the officer or employee that
records such vote shall ensure that all stock-
holders of the voting entity receive notice of
the final results of the vote.
(2) Effective date
A voluntary merger, transfer, or termi-
nation that is approved by a vote of the stock-
holders of two or more banks or associations
shall not take effect until the expiration of 30
days after the date on which the stockholders
of such banks or associations are notified of
the final result of the vote in accordance with
paragraph (1).
(3) Petition filed
If a petition for reconsideration of a merger,
transfer, or termination vote, signed by at
least 15 percent of the stockholders of one or
more of the affected banks or associations, is
presented to the Farm Credit Administration
within 30 days after the date of the notifica-
tion required under paragraph (1)—
(A) a voluntary merger, transfer, or termi-
nation shall not take effect until the expira-
tion of 60 days after the date on which the
stockholders were notified of the final result
of the vote; and
(B) a special meeting of the stockholders
of the affected banks or associations shall be
held during the period referred to in sub-
paragraph (A) to reconsider the vote.
(4) Vote on reconsideration
If a majority of stockholders of any one of
the affected banks or associations voting, in
person or by written proxy, at a duly author-
ized stockholders’ meeting, vote against the
proposed merger, transfer, or termination,
such action shall not take place.
(5) Failure to file petition
If a petition for reconsideration of such vote
is either not filed prior to the 60th day after
the vote or, if timely filed, is not signed by at
least 15 percent of the stockholders,
Source: Supplied 2024 U.S. Code historical extraction · 12 U.S.C. § 2279d
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