Approval of merger by directors

(1) Where there is to be a resulting state bank, the board of directors of each constituent state bank shall, by a majority of the entire board, approve a merger agreement, which agreement shall contain: (a) The name of each constituent bank and the location of each office; (b) With respect to the resulting bank, the name and the location of each proposed office; the name and residence of each director to serve until the next annual meeting of the stockholders; the name and residence of each officer; the amount of capital, the number of shares, and the par value of each share; whether preferred stock is to be issued and the amount, terms, and preferences; the amendments to the charter and bylaws; (c) The terms for the exchange of shares of the constituent banks for those of the resulting bank; (d) A statement that the agreement is subject to approval by the banking board and by the stockholders of each constituent bank; (e) Provisions governing the manner of disposing of the shares of the resulting state bank not taken by dissenting shareholders of constituent banks; (f) Such other provisions as the banking board requires to enable it to discharge its duties with respect to the merger.