Effective date of merger; filing of approved agreement;

certificate of merger as evidence. A. A merger or sale which is to result in a state bank shall, unless a late date is specified in the agreement, become effective upon the filing with the director of the financial institutions division of the executed agreement together with copies of the resolutions of the stockholders of each merging, purchasing and selling bank approving it and a list of the owners of the shares [who] voted against the merger or purchase, certified by the bank's president or vice president and a secretary or cashier. The charters of the merging banks, other than the resulting bank, shall thereupon automatically terminate. B. The director of the financial institutions division shall promptly issue to the resulting bank a certificate of merger specifying the name of each merging bank and the name of the resulting state bank. Such certificate shall be conclusive evidence of the merger and of the correctness of all proceedings therefor in all courts and places, and may be recorded in any office for the recording of deeds to evidence the new name in which the property of the merging banks is held.