It is enacted by the General Assembly as follows:

SECTION 1. Section 19-2-13 of the General Laws in Chapter 19-2 entitled "Creation and Expansion" is hereby amended to read as follows:

19-2-13. Merger -- (a) Any financial institution may, subject to the approval of the director or the director's designee, to be given on any notice and terms that the director or the director's designee may require:

(1) Merge into or consolidate with another regulated institution or other insured-deposit-taking institution duly organized under the laws of the United States;

(2) Purchase substantially all of the assets and assume substantially all of the liabilities of another regulated institution or other insured-deposit-taking institution duly organized under the laws of the United States; or

(3) Acquire more than fifty percent (50%) of the stock of another regulated institution or other insured-deposit-taking institution duly organized under the laws of the United States.

Any of these transactions shall be undertaken pursuant to a plan that has been approved by an affirmative vote of two thirds (2/3) of the board of directors and, in the case of a mutually owned financial institution, two thirds (2/3) of the board of directors or trustees and a majority vote of the depositors of the mutually owned financial institutions present in person or by proxy, at a meeting called by the board of directors or trustees. For the purpose of this section, unless otherwise required under applicable provisions of federal banking law, the depositor shall be deemed to be the individual whose tax identification number or social security number is used by the bank for interest reporting purposes to the Internal Revenue Service.

(b) The director or the director's designee shall consider:

(1) The fairness to the owners of the financial institutions;

(2) The financial condition of the financial institutions; and

(3) The public convenience and advantage.

(c) All regulated institutions merged under this chapter shall comply with the relevant provisions of sections 7-1.1-65 -- 7-1.1-69.

(d) The original of the agreement to form, articles of merger, bearing the approval of the director or the director's designee, shall be filed with the director or the director's designee and duplicates shall be filed with the secretary of state, who shall upon payment to him or her of twenty-five dollars ($25.00) issue a certificate of merger or certificate of consolidation pursuant to section 7-1.1-68. Upon the issuance of the certificate or upon a later date, not more than thirty (30) days after the filing of the articles of merger or articles of consolidation, as may be set forth in the articles, the merger or consolidation shall be effected pursuant to section 7-1.1-69. Any shareholder of a financial institution that is a party to a plan requiring approval under this section shall have the right to dissent from the action involved, in accordance with section 7-1.1-73, and any shareholder who elects to exercise that right in compliance with section 7-1.1-74 shall be entitled to the rights of dissenting shareholders on the terms and conditions set forth in section 7-1.1-74. References to "articles of incorporation" in chapter 1.1 of title 7 shall be deemed to refer to the "Agreement to Form" of the financial institution involved.

SECTION 2. Section 19-4-3 of the General Laws in Chapter 19-4 entitled "Regulatory Oversight" is hereby amended to read as follows:

19-4-3. Records of examinations and reports -- (a) The director or the director's designee shall preserve a full record of each examination. The records and information contained in reports of the regulated institution, other than information required by law to be filed, may be provided by the director or the director's designee to the regulated institution examined and, upon written request, to the federal bureau of investigation, the United States attorney general, federal bank regulatory or federal deposit insuring agencies, other state banking regulatory agencies, the Rhode Island state police, or the Rhode Island attorney general.

(b) The imparting of this information by the director or the director's designee other than according to the provisions of this chapter shall be sufficient cause for removal, and any such deputy, assistant, or officer, who, except in the discharge of his or her official duty and other than as set out above, imparts this information shall be liable for a fine of not exceeding one thousand dollars ($1,000) and this deputy or assistant may also be removed from office or employment by the director or the director's designee. These records, examinations, and reports are not subject to the Access to Public Records Act, section38-2-1 et seq.

SECTION 3. Section 19-5-24 of the General Laws in Chapter 19-5 entitled "Credit Unions" is hereby amended to read as follows:

19-5-24. Merger -- (a) Any credit union may, with approval of the director or the director's designee, merge with another credit union under the agreement to form of the surviving credit union, pursuant to any plan agreed upon by a two thirds (2/3) vote of those members of the board of directors of each credit union joining in the merger present at a meeting called for that purpose. Additionally, the merger must be approved by the affirmative vote of members representing two thirds (2/3) of the members present of the credit union to be merged, who are eligible to vote pursuant to the bylaws of the credit union either at a meeting of the members duly called for that purpose or in writing, and if the merger has a significant impact on the surviving credit union, as determined by the director or the director's designee, the merger must also be approved by the affirmative vote of members representing two thirds (2/3) of the members present of the surviving credit union, who are eligible to vote pursuant to the bylaws of the credit union either at a meeting of the members duly called for that purpose or in writing. The credit union being merged shall be required to mail notice of the meeting to its members. Notice of the members' meeting shall be mailed to all members of the surviving credit union in the discretion of the director or the director's designee. The director or the director's designee may waive any or all of the foregoing requirements with respect to notice or to votes of members of the merged credit union or the surviving credit union in order to avert insolvency or imminent failure.

(b) Upon approval by the director or the director's designee and after the votes by the boards of directors and approval of the members of the credit union to be merged, the president and clerk or secretary of each credit union shall execute, in triplicate, a certificate of merger, which shall set forth all of the following:

(1) The time and place of the meeting of the board of directors at which the plan was agreed upon;

(2) The vote in favor of adoption of the plan;

(3) A copy of the resolution or other action by which the plan was agreed upon;

(4) The time and place of the meeting of the members at which the plan agreed upon was approved, if applicable;

(5) The vote by which the plan was approved by the members, if applicable; and

(6) The date the merger was approved by the director or the director's designee.

(c) The certificates, in triplicate, and a copy of the plan of merger agreed upon shall be forwarded to the director or the director's designee and a copy of the certificate, certified by the director, shall be returned to the merging credit unions within thirty (30) days. Upon any such merger so effected, all property, property rights, and interest of the merged credit union shall vest in the surviving credit union without deed, endorsement, or other instrument of transfer, and all debts, obligations, and liabilities of the merged credit union shall be deemed to have been assumed by the surviving credit union under whose agreement to form the merger was effected.

SECTION 4. Section 19-8-4 of the General Laws in Chapter 19-8 entitled "Depository Change in Control Act" is hereby amended to read as follows:

19-8-4. Contents of application -- Except as otherwise provided, an application filed pursuant to this section shall contain the following information:

(1) The identity, personal history, business background, and experience of each person by whom or on whose behalf the acquisition is to be made, including the person's material business activities and affiliations during the past five (5) years, and a description of any material pending legal or administrative proceedings in which he or she is a party, and any pending or prior criminal indictment or conviction of the person by a state or federal court;

(2) A statement of the assets and liabilities of each person by whom or on whose behalf the acquisition is to be made, as of the end of the fiscal year for each of the five (5) years immediately preceding the date of the application, together with related statements of income and source and application of funds for each of the fiscal years then concluded, all prepared in accordance with generally accepted accounting principles consistently applied, and an interim statement of the assets and liabilities for each such person, together with related statements of income and source and application of funds, as of a date not more than ninety (90) days prior to the date of the filing of the application;

(3) The terms and conditions of the proposed acquisition and the manner in which the acquisition is to be made;

(4) The identity, source, and amount of the funds or other consideration used or to be used in making the acquisition, and if any part of these funds or other consideration has been or is to be borrowed or otherwise obtained for the purpose of making the acquisition, a description detailing the transaction, the names of the parties, and any arrangements, agreements, or understandings with these persons;

(5) Any plans or proposals which any acquiring party making the acquisition may have to liquidate the regulated institution, to sell its assets or merge it with any company, or to make any other major change in its business or corporate structure or management;

(6) The identification of any person employed, retained, or to be compensated by the acquiring party, or by any person on his or her behalf, to make solicitations or recommendations to stockholders for the purpose of assisting in the acquisition, and a description of the terms of the employment, retainer, or arrangement for compensation;

(7) Copies of all invitations or tenders or advertisements making a tender offer to stockholders for purchase of their stock to be used in connection with the proposed acquisition;

(8) Any additional information in the form that the director or the director's designee may require.

SECTION 5. Chapter 19-9 of the General Laws entitled "Community Obligations and Banking Offenses" is hereby amended by adding thereto the following section:

19-9-3.1. Mortgage loan appraisers -- Relationship with lending institution. -- (a) Every lending institution, which accepts an application for any residential mortgage loan or any commercial mortgage loan which requires an appraisal in order to process the loan is not permitted to use an appraisal company that is either owned by or has directors, stockholders, or employees of that lending institution.

SECTION 6. This act shall take effect upon passage.