VOLUNTARY MERGER OF THE BANKS FOR COOPERATIVES.

SEC. 413. VOLUNTARY MERGER OF THE BANKS FOR COOPERATIVES. (a) Submission of Proposal.— (1) Special committee.— (A) In general.— Not later than 15 days after the date of the enactment of this section, a special committee shall be selected pursuant to subparagraph (B), for the purpose of developing a proposal for the voluntary merger of the banks for cooperatives. (B) Composition.— The special committee selected under subparagraph (A) shall be composed of— (i) one member of each district board elected by the voting stockholders of the bank for cooperatives in the district; and (ii) one member chosen from the board of directors of the Central Bank for Cooperatives by the board of such Bank. (C) Development of plan.— Not later than 75 days after the date of the enactment of this section, the special committee shall develop a plan of merger for all such banks and the Central Bank for Cooperatives into a National Bank for Cooperatives. (2) Prerequisites to merger.— (A) Submission to fca.— On completion of the plan of merger pursuant to subparagraph (C), the special committee shall submit the proposed plan, together with all information that is to be distributed to the stockholders 101 STAT. 1640concerning such plan, to the Farm Credit Administration for approval. (B) Expedited review.— Not later than 30 days after the Farm Credit Administration receives the plan of merger, the Administration shall promptly review such plan and advise the special committee concerning any required changes that are necessary to the plan. “(3) Submission to stockholders.— On approval of the plan by the Farm Credit Administration, the special committee shall, under such procedures as may be established by the committee, submit the plan and recommendations to all voting stockholders and subscribers to the guaranty funds of the district banks and the Central Bank for Cooperatives. (b) Voting Requirements.— (1) Majority vote required.— An approval of the plan of merger developed and submitted under subsection (a) shall— (A) require a majority vote of the stockholders of each district bank for cooperatives voting, in person or by proxy, at a duly authorized stockholders’ meeting, computed both— (i) in accordance with the requirement that, except as provided in section 3.3(d), each cooperative that is the holder of voting stock in, or a subscriber to the guaranty fund of the bank for cooperatives shall be entitled to cast one vote; and (ii) on the basis of the total equity interests in the bank (including allocated, but not unallocated, surplus and reserves) held by such stockholders; (B) require a majority vote of the voting stockholders of the Central Bank for Cooperatives voting on a one-bank-one-vote basis; (C) take place not later than 180 days after the date of the enactment of this section; and (D) take place prior to any other merger vote involving a bank for cooperatives. (2) Approval by all banks for cooperatives.— If the stockholders of all of the banks for cooperatives approve the merger, the merger shall take place. (3) Effect of lesser vote.— If the stockholders of more than one but fewer than all of the banks approve the plan, each such bank whose stockholders voted to approve the merger shall be merged into a single bank for cooperatives, as provided in paragraphs (4) or (5). (4) National bank for cooperatives.— (A) Creation.— If the stockholders of eight or more of the district banks approve the merger, such banks, and the Central Bank for Cooperatives, shall be merged into a single bank, which shall be referred to as the “National Bank for Cooperatives”. (B) Services provided.— The National Bank for Cooperatives may offer credit and related services to eligible borrowers located within any territory that may be served by Farm Credit System institutions under section 5.0, or to any borrower otherwise eligible under section 3.7(b). (5) United Bank for Cooperatives.— (A) Creation.— If the stockholders of more than one but fewer than eight of the district banks approve the plan, 101 STAT. 1641each such bank, and the Central Bank for Cooperatives (if approved by a numerical majority of its stockholders), shall be merged into a single bank, which shall be referred to as the “United Bank for Cooperatives”. (B) Services provided.— The United Bank for Cooperatives shall offer credit and related services only in the territory included, as of the date of the enactment of this section, within the boundaries of the districts that had been served by the constituent banks of the United Bank for Cooperatives, and to any borrower otherwise eligible under section 3.7(h). (6) Nonconsenting banks.— (A) In general.— (i) National bank for cooperatives.— Any of the district banks whose stockholders did not approve the plan of merger may offer credit and related services to any eligible borrowers within any territory or area that may be served by the National Bank. (ii) United bank for cooperatives.— Any of the district banks whose stockholders did not approve the plan of merger, shall continue as district banks for cooperatives and shall continue to serve only the territory within the boundaries of the district that such banks served as of the date of the enactment of this section. (B) Nondiscrimination.— Any district bank whose stockholders did not approve the plan of merger, shall be entitled to the availability, from the National Bank for Cooperatives or the United Bank for Cooperatives, as the case may be, of the same credit and related services now provided by the Central Bank for Cooperatives as of the date of the enactment of this section, regardless of the decision not to merge. (C) Subsequent mergers.— Any district bank referred to in subparagraph (A) may subsequently merge with the National Bank for Cooperatives or the United Bank for Cooperatives, as the case may be, on the approval of the voting stockholders of both banks proposing to merge based on the voting requirement of subsection (a). (c) References.— References in this section to voting stockholders shall include subscribers to the guaranty fund.