369.089. Dissolution.
Dissolution.
369.089. 1. Any association may, at any meeting of the members of amutual association or stockholders of a capital stock association, determineto liquidate and dissolve in accordance with the provisions of this sectionupon a two-thirds majority vote of all votes cast in person or by proxy. Thenotice of the meeting shall state that dissolution will be considered at themeeting.
2. Upon such vote, five copies of a certificate of liquidation, whichshall state the vote cast in favor of liquidation, shall be signed by thepresident or vice president and attested by the secretary or assistantsecretary and acknowledged before an officer competent to take acknowledgmentsof deeds. Five copies of the certificate shall be filed with the director ofthe division of finance, who shall examine the association, and, if thedirector finds that according to its financial records it is not in animpaired condition, shall so note, together with the director's approval ofthe liquidation, upon all the copies of the certificate of liquidation. Thedirector of the division of finance shall place a copy in the permanent filesof the director's office, file a copy with the secretary of state, and returnthe remaining copies to the parties filing the same.
3. Upon such approval, the association shall cease to carry on businessbut nevertheless shall continue as a corporate entity for the sole purpose ofpaying, satisfying, and discharging existing liabilities and obligations,collecting and distributing assets, and doing all other acts required toadjust, wind up and liquidate its business and affairs. If at any timefollowing the approval of the liquidation the director of the division offinance finds that the liquidation is not in the public interest or is beingcarried out for an improper purpose, the director may take possession of theproperty, business and assets of the association in which event all theprovisions of sections 369.339, 369.344, and 369.349 shall apply.
4. The board of directors shall act as trustees for liquidation asprovided in this section. The board of directors shall proceed as quickly asmay be practicable to wind up the affairs of the association and, to theextent necessary or expedient to that end, shall exercise all the powers ofthe dissolved association and, without prejudice to the generality of suchauthority, may fill vacancies, elect officers, carry out the contracts, makenew contracts, borrow money, mortgage or pledge the property, sell its assetsat public or private sale, or compromise claims in favor of or against theassociation, apply assets to the discharge of liabilities, after paying oradequately providing for the payment of other liabilities distribute theremaining property to the members of a mutual association and to thestockholders of a capital stock association, and perform all acts necessary orexpedient to the winding up of the association. The expense fund, if any,shall be paid as provided in section 369.039. All deeds or other instrumentsshall be in the name of the association and executed by the president or avice president and the secretary or an assistant secretary.
5. The association, during the liquidation of the assets of theassociation by the board of directors, shall continue to be subject to thesupervision of the director of the division of finance, and the board ofdirectors shall report the progress of the liquidation to the director of thedivision of finance from time to time as the director may require.
6. (1) Any money due to but unclaimed by any person shall be depositedwith the state treasurer as provided in sections 447.500 to 447.585, RSMo.
(2) Upon the completion of the liquidation, the board of directors shallfile with the director of the division of finance a final report andaccounting of the liquidation. The approval of the report by the director ofthe division of finance shall operate as a complete and final discharge of theboard of directors and each member thereof in connection with the liquidationof the association. No liquidation or any action of the board of directors inconnection therewith shall impair any contract right between the associationand any borrower or other person or persons or the vested rights of any memberof the association. Upon approval of the report and accounting, the directorof the division of finance shall issue to the secretary of state, intriplicate, certification that the association has been liquidated anddissolved, its indebtedness paid, and the net proceeds derived fromliquidation distributed to its members or stockholders. The secretary ofstate shall issue a certificate of dissolution and the corporate existence ofthe association thereupon shall end.
7. Any association may with the written approval of the director of thedivision of finance transfer, sell, or exchange in bulk and not in the regularand usual course of its business all or substantially all of its assets,including its name and goodwill, to any other association or bank and acceptas consideration therefor cash and accounts, or either of them, of thepurchasing association or bank upon such terms as may be determined by thevote of a majority of the boards of the purchasing association or bank and ofthe selling association, and by the affirmative vote of two-thirds of thevotes cast by the members or stockholders of the selling association presentin person or by proxy at any meeting. The notice of the meeting shall statethat such action is to be considered at the meeting. The action of themembers shall include a resolution to liquidate, and liquidation shall proceedas provided in this section. If the name is sold, the purchasing associationor bank shall have the exclusive right to the use of or to change to such namefor a period of five years. The provisions of sections 369.010 to 369.369concerning investments by associations do not apply to a transaction underthis section. For purposes of this section, the term "bank" includes any bankor trust company subject to the provisions of chapter 362, RSMo, the depositsof which are insured by the Federal Deposit Insurance Corporation or anysuccessor thereto.
(L. 1971 S.B. 3 § 17, A.L. 1982 S.B. 464, A.L. 1994 H.B. 1165, A.L. 1995 H.B. 63, et al.)