§ 23-38-301 - Voluntary liquidation.
23-38-301. Voluntary liquidation.
(a) (1) By action of its shareholders or certificate holders at the annual meeting or at any meeting specially called for the purpose and by vote of two-thirds (2/3) of the holders present in person or by proxy at the meeting, any building and loan association of this state may resolve to liquidate the association and adopt a plan therefor. Each shareholder or certificate holder is entitled to vote, with respect to the question of liquidation, one (1) vote for each twenty-five dollars ($25.00) of the face value of the number of shares or certificates which he owns, whether or not he is entitled to vote his shares or certificates respecting other matters.
(2) In the event that the Securities Commissioner has ordered the association to suspend the payment of dividends or the distribution of profits on its shares or certificates pursuant to 23-38-208, and in the further event that the commissioner finds and certifies that an emergency exists in the affairs of the association requiring action before the shareholders or certificate holders of the association can meet in the annual or special meeting, then the board of directors of the association may resolve voluntarily to liquidate the association and may adopt a plan of liquidation. In instances of action by either shareholders or certificate holders or the board of directors, this plan is subject to modifications or additions, made either prior or subsequent to the approval of the plan by the commissioner, which may from time to time be required by the commissioner and approved by the board of directors of the association.
(b) Before a resolution providing for liquidation shall take effect, a copy thereof, together with a complete detailed outline of the plan certified by the president and secretary of the association, together with a statement of the assets and liabilities of the association verified by oath of a majority of its board of directors, shall be filed with the commissioner.
(c) (1) From and after the approval of the resolution and plan, the latter modified or added to as aforesaid, by the commissioner, the association shall not issue any further stock or certificates nor make any further loans, and all of its income and receipts in excess of the actual expenses of liquidation shall first be applied towards the discharge of its liabilities for borrowed money.
(2) The officers of the association, under the direction of its board of directors and the supervision of the commissioner, shall then proceed with the liquidation by reducing the assets of the association to cash and distributing them among its shareholders and certificate holders in proportion to the withdrawal value of their respective holdings existing at the date of the passage of the resolution for voluntary liquidation.
(3) The expenses of the liquidation, the sales or compromises of assets of the association in the course of liquidation, and the distribution among the shareholders and certificate holders shall be incurred or had only after the approval in each instance of the commissioner.
(d) Each director of the association shall hold office until the election and acceptance of office of his successor, and the resignation of any director shall not become effective until the commissioner approves it. In the event of a vacancy upon the board of directors of the association by death or approved resignation, the remaining directors shall fill such vacancy until a director has been regularly elected and accepted his position.