§ 54C-42. Voluntary dissolution by stockholders or members.
§ 54C‑42. Voluntarydissolution by stockholders or members.
At any annual or specialmeeting called for the purpose of dissolution, a savings bank may, by anaffirmative vote, in person or by proxy, of at least two‑thirds of thetotal number of shares or votes that all members or stockholders of theassociation are entitled to cast, resolve to dissolve and liquidate the savingsbank and adopt a plan of voluntary dissolution. Upon adoption of the resolutionand plan of voluntary dissolution, the members or stockholders shall proceed toelect not more than three liquidators who shall post bond as required by theCommissioner of Banks. The liquidators shall have full power to execute theplan; and the procedure thereafter shall be as follows:
(1) A copy of theresolution, certified by an appropriate officer of the savings bank, togetherwith the minutes of the meeting of members or stockholders, the plan ofliquidation, and an itemized statement of the savings bank's assets andliabilities, sworn to by a majority of its board of directors, shall be filedwith the Commissioner of Banks. The minutes of the meeting of members orstockholders shall be certified by an appropriate officer of the association,and shall set forth the notice given, the time of mailing thereof, the vote onthe resolution, the total number of shares or votes that all members of thesavings bank were entitled to cast thereon, and the names of the liquidatorselected.
(2) If the Commissionerof Banks finds that the proceedings are in accordance with this Chapter, andthat the plan of liquidation is not unfair to any person affected, theCommissioner of Banks shall attach a certificate of approval to the plan andshall forward one copy to the liquidators and one copy to the savings bank'sfederal deposit account insurance corporation. Once the Commissioner of Bankshas approved the resolution and the plan of liquidation, it shall thereafter beunlawful for the savings bank to accept any additional deposit accounts oradditions to deposit accounts or make any additional loans, but all its incomeand receipts in excess of actual expenses of liquidation of the savings bankshall be applied to the discharge of its liabilities.
(3) The liquidatingsavings bank shall pay a reasonable compensation, subject to the approval ofthe Commissioner of Banks, to the appointed liquidator.
(4) The plan becomeseffective upon the recording of the Commissioner of Banks' certificate ofapproval in the manner required by this Chapter for the recording of thecertificate of incorporation.
(5) The liquidation ofthe savings bank is subject to the supervision and examination of theCommissioner of Banks. (1991, c. 680, s. 1; 2001‑193, s. 16.)