OAR 441-710-0460: Notice to Members of Merger Plan

(1) After approval of a plan of merger by the board of directors of two or more credit unions, the plan of merger, in summary form, must be presented to the members of the merging credit union(s) prior to the affirmative vote required by ORS 723.682. Unless waived by the director, the summary of the merger plan must contain the following, as applicable: (a) Current financial reports for each credit union, consisting of the most currently filed NCUA Form 5300 pages reflecting assets and liabilities, income and expenses, and net worth ratio; (b) A combined financial report as submitted to the director; (c) An analysis of share values, and any proposed share adjustments; (d) An explanation of any changes concerning insurance of member accounts; (e) The reason(s) for the merger; (f) The name and location of the continuing credit union, including branches, expected to be open after the merger; (g) A description of the organization of the continuing credit union board of directors and the identity, if known, of its members and committees; (h) An explanation of any new or expanded products and services to be made available to members, and any services or products expected to be discontinued, as a result of and expected to be effective within 30 days of the closing date of the merger; (i) A statement of whether any senior management officials (vice president level and above) of the merging credit union are subject to employment agreements, deferred compensation agreements, or other employee benefit arrangements not offered to employees generally, and if so, whether any such agreements or arrangements contain provisions effecting compensation or benefits changes in the event of a merger; (j) A statement of whether any agreements, plans or arrangements identified in subsection (1)(i) will be modified or superseded in connection with the merger, or whether any senior management officials (vice president and above) of the merging credit union will be offered new employment agreements, deferred compensation arrangements, incentive plans, retirement packages or other employee benefit arrangements not offered to employees generally. Provide a summary description of the arrangements identified in this subsection, disclosed in the aggregate, and not by individual employee, with a brief explanation of how such arrangements differ from existing arrangements of such employees; and (k) An estimate itemized by general categories of the cost of the merger. (2) Before dissemination to the members, the merger plan summary described in section (1) will be made available for inspection by the director or the director’s employees at the offices of the credit union(s) or by viewing a web site maintained by the credit union(s) to which the director is provided access. The credit union(s) will notify the director when the merger plan summary becomes available for review. The credit union may disseminate the merger plan summary to the members at the time the director grants preliminary approval of the merger or five business days after the merger plan summary is made available for inspection by the director, whichever is later. (3) The summary may be communicated to members by means of: (a) United States postal mail; (b) Electronic mail; (c) Facsimile; (d) Access to an Internet web page which may be password-protected if deemed necessary by the credit union; (e) Permitting members to pick up materials at a main or branch office; or (f) Any other method identified by the credit union and approved by the director that allows for access by the members to the information.