THEODORE R. MCKELDIN, GOVERNOR 55

107F. (Effective Date of Merger; Filing of approved agree-
ment; Certificate of merger as evidence. ) (a) A merger shall,
unless a later date is specified in the agreement, become
effective upon the filing with the Bank Commissioner of the
executed agreement together with copies of the resolutions of
the stockholders of each constituent bank approving it, certi-
fied by such bank's president or a vice-president and a secre-
tary. The charters of the constituent banks, other than the
resulting bank, shall thereupon be deemed surrendered. The
merger agreement shall be filed and recorded as required for
Articles of Incorporation.

(b) The Bank Commissioner shall thereupon issue to the
resulting bank a certificate of merger setting forth the name
of each constituent 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 constituent banks is held.

107G. (Continuation of corporate entity; use of old names. )

(a) A resulting state bank shall be considered the same busi-
ness and corporate entity as each constituent bank with all of
the rights, powers and duties of each constituent bank except as
limited by the charter and by-laws of the resulting state bank
and all the rights, franchises and interests of each constituent
bank in and to every species of property, real, personal, and
mixed, and choses in action thereto belonging, shall be deemed
to be transferred to and vested in such resulting state bank
without any deed or other transfer; and such resulting state
bank, by virtue of such merger and without any order or other
action on the part of any court or otherwise, shall hold and
enjoy the same and all rights of property, franchises, and
interests, including appointments, designations, and nomina-
tions and all other rights and interests as trustee, executor,
administrator, registrar of stocks and bonds, guardian of
estates, assignee, receiver, committee of estates of lunatics
and in every other fiduciary capacity, in the same manner
and to the same extent as such rights, franchises, and inter-
ests were held or enjoyed by any such constituent bank at the
time of such merger; provided, however, that wherever any
such constituent bank at the time of such merger was acting
under appointment of any court as trustee, executor, adminis-
trator, registrar of stocks and bonds, guardian of estates,
assignee, receiver, committee of estates of lunatics or in any
other fiduciary capacity, the resulting state bank shall be
subject to removal by a court of competent jurisdiction in the