Tex. Fin. Code Section 92.351
Authority to Reorganize, Merge, or Consolidate

(a)

A savings bank may reorganize, merge, or consolidate with a corporation, another financial institution, or another entity under a plan adopted by the board.

(b)

The plan must be approved:

(1)

at an annual meeting or a special meeting called to consider the action by a majority of the total vote the members or shareholders are entitled to cast; and

(2)

by the commissioner.

(c)

A shareholder of a capital stock savings bank has the same dissenter’s rights as a shareholder of a domestic corporation under the Texas Business Corporation Act.

(d)

A reorganization, merger, or consolidation is subject to Section 16, Article XVI, Texas Constitution. A merger or consolidation of a domestic savings bank with a foreign savings bank is also subject to Subchapter I.
Acts 1997, 75th Leg., ch. 1008, Sec. 1, eff. Sept. 1, 1997.
Amended by:
Acts 2005, 79th Leg., Ch. 1018 (H.B. 955), Sec. 5.14, eff. September 1, 2005.

Source: Section 92.351 — Authority to Reorganize, Merge, or Consolidate, https://statutes.­capitol.­texas.­gov/Docs/FI/htm/FI.­92.­htm#92.­351 (accessed May 26, 2025).

92.001
Applicability of Other Law 92.051
Application to Incorporate 92.052
Additional Requirements for Capital Stock Savings Bank 92.053
Additional Requirements for Mutual Savings Bank 92.054
Minimum Initial Capital 92.055
Approval of Managing Officer 92.056
Corporate Name 92.057
Hearing on Application to Incorporate 92.058
Decision on Application to Incorporate 92.059
Judicial Review 92.060
Preference for Local Control 92.061
Deadline for Commencing Business 92.062
Amendment of Articles of Incorporation or Bylaws 92.063
Change of Office or Name 92.101
Purpose of Incorporation 92.102
Incorporation Requirements 92.103
Decision on Application 92.151
Organizational Meeting 92.152
Board of Directors 92.153
Qualification of Directors 92.154
Officers 92.155
Conflicts of Interest 92.156
Financial Institution Bond 92.157
Meetings of Members or Shareholders 92.158
Voting Rights 92.201
Books and Records 92.203
Regulatory Capital 92.204
Qualified Thrift Lender Test 92.205
Computation of Income 92.206
Insurance of Deposit Accounts 92.207
Limitation on Issuance of Securities 92.208
Common Stock 92.209
Preferred Stock 92.210
Series and Classes of Preferred Stock 92.211
Dividends on Capital Stock 92.212
Use of Surplus Accounts and Expense Fund Contributions 92.213
Use of Expense Fund Contributions 92.251
Conditions for Conversion 92.252
Application for Conversion 92.253
Action by Commissioner on Application 92.254
Hearing on Application 92.255
Consummation of Conversion 92.256
Filing of Charter or Certificate 92.257
Effect of Issuance of Charter 92.258
Continuation of Corporate Existence 92.259
Property and Obligations of Converted Savings Bank 92.301
Application to Convert 92.302
Election of Directors 92.303
Review by Commissioner 92.304
Hearing on Denial 92.305
Continuation of Corporate Existence 92.306
Property and Obligations of Converted Institution 92.307
Effect of Conversion on Pending Legal Action 92.308
Local Filing of Conversion Order Required 92.351
Authority to Reorganize, Merge, or Consolidate 92.352
Notice and Hearing 92.353
Denial by Commissioner of Plan 92.354
Alternative or Additional Procedures 92.355
Continuation of Corporate Existence 92.401
Applicability of Subchapter 92.402
Adoption of Merger or Consolidation Plan 92.403
Notice and Hearing 92.404
Denial by Commissioner of Application 92.405
Approval by Commissioner of Plan 92.406
Enforcement of Condition, Restriction, or Requirement on Surviving Foreign Savings Bank 92.407
Merger of Foreign Savings and Loan Association 92.451
Authority to Merge 92.452
Articles of Merger 92.453
Approval of Merger 92.454
Effect of Merger 92.455
Inapplicability of Subchapter H 92.501
Resolution to Liquidate and Dissolve 92.502
Distribution of Assets 92.503
Final Report and Accounting 92.551
Inapplicability of Subchapter 92.552
Effect of Subchapter on Other Law 92.553
Application for Change of Control 92.554
Notice of Application 92.555
Confidentiality 92.556
Denial of Application 92.557
Notice of Intent to Deny 92.558
Judicial Review 92.559
Unauthorized Change of Control 92.560
Injunction 92.561
Criminal Penalty 92.601
Application to Organize 92.602
Liability of Members and Managers 92.603
Contributions 92.604
Managers of Limited Savings Bank 92.605
Withdrawal or Reduction of Member’s Contribution 92.606
Company Agreement of Limited Savings Bank 92.607
Dissolution 92.608
Allocation of Profits and Losses 92.609
Distributions 92.610
Amendment of Governing Documents 92.611
Application of Other Provisions to Limited Savings Banks
Green check means up to date. Up to date

Verified:
May 26, 2025

§ 92.351. Auth. to Reorganize, Merge, or Consolidate's source at texas​.gov