§ 137. Change of state bank into national banking association by\nconversion, merger or consolidation. 1. A state bank may, by vote of the\nstockholders owning at least two-thirds in amount of its stock, convert\ninto, or merge or consolidate with, a national banking association under\nthe charter of a national banking association in the manner provided by\nfederal law and without approval of any state authority.\n 2. The franchise of a state bank as a state bank shall automatically\nterminate when its conversion into or its merger or consolidation with a\nnational banking association under a federal charter is consummated and\nthe resulting national banking association shall be considered the same\nbusiness and corporate entity as the state bank, although as to rights,\npowers and duties the resulting bank is a national banking association.\n 3. At the time when such conversion, merger or consolidation becomes\neffective\n (a) all of the property, rights, powers and franchises of the state\nbank shall vest in the national banking association and the national\nbanking association shall be subject to and be deemed to have assumed\nall of the debts, liabilities, obligations and duties of the state bank\nand to have succeeded to all of its relationships, fiduciary or\notherwise, as fully and to the same extent as if such property, rights,\npowers, franchises, debts, liabilities, obligations, duties and\nrelationships had been originally acquired, incurred or entered into by\nthe national banking association; provided, however, that nothing in\nthis section shall be deemed to authorize the national banking\nassociation to maintain as its own office any office previously\nmaintained by the state bank, and authority, if any, to maintain any\nsuch office shall be governed by applicable federal law;\n (b) any reference to the state bank in any contract, will or document,\nwhether executed or taking effect before or after the conversion, merger\nor consolidation, shall be considered a reference to the national\nbanking association if not inconsistent with the other provisions of the\ncontract, will or document;\n (c) a pending action or other judicial proceeding to which the state\nbank is a party, shall not be deemed to have abated or to have\ndiscontinued by reason of the conversion, merger or consolidation, but\nmay be prosecuted to final judgment, order or decree in the same manner\nas if the conversion, merger or consolidation had not been made; or the\nnational banking association may be substituted as a party to such\naction or proceeding, and any judgment, order or decree may be rendered\nfor or against it that might have been rendered for or against the state\nbank if the conversion, merger or consolidation had not occurred.\n 4. As used in this section, the term "state bank" means any bank,\ntrust company or other banking organization engaged in the business of\nreceiving deposits other than a mutual savings bank. For purposes of\nmerger or consolidation under this section the term "national banking\nassociation" means one or more national banking associations, and the\nterm "state bank" means one or more state banks.\n
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