(1) A domestic association may elect to abandon its certificate of authority, liquidate its affairs, and dissolve as provided in this section. The affirmative vote of at least a majority of the board of directors must be cast in favor of a proposed dissolution at a special meeting of the board. A certified copy of the vote must be furnished to the commissioner, who shall promptly examine the association, and, if the commissioner determines that the association is solvent and that it is in the best interests of the members that liquidation be accomplished according to this section, the commissioner shall certify the commissioner's approval of the liquidation. After the commissioner's approval, a special meeting of all members entitled to vote shall be called pursuant to section 11-41-123. If a majority vote of all such members of the association is cast in favor of the proposal to liquidate and ultimately dissolve the association under this section, the proposal is deemed adopted. A certified copy of all proceedings taken prior to and at the meeting shall be filed with the commissioner, who shall determine whether the proceedings have been conducted in accordance with law. If the commissioner finds that the proceedings are legal and proper, the commissioner shall certify the commissioner's approval of the proceedings and authorize the association to proceed with the liquidation in the manner provided in this section. (2) The board of directors shall act as trustees for liquidation, and shall proceed as speedily as may be practical to wind up the affairs of the association, and, to the extent necessary, shall exercise all the powers granted by articles 40 to 46 of this title to active associations and to the commissioner in the case of departmental liquidation, and, without prejudice to the generality of such authority, may carry out executory contracts, enter into new contracts, borrow money, mortgage or pledge property, sell assets at public or private sale, make and receive conveyances in the corporate name, lease real estate, settle or compromise claims, commence and prosecute all actions and proceedings necessary to enable liquidation, distribute assets either in cash or in kind among members according to their respective rights, after paying or adequately providing for the payment of liabilities, and do and perform all acts necessary or expedient to the winding up of the association. The board of directors has power to exchange or otherwise dispose of or place in trust all or any part of the assets upon such terms and conditions and for such considerations as may be deemed reasonable or expedient and may distribute such considerations among the members in proportion to their interest therein. In the absence of fraud, any determination of value made by said board of directors for any such purpose shall be conclusive. (3) During the liquidation of its assets, an association is subject to the supervision of the commissioner and shall pay the fees and assessments required in articles 40 to 46 of this title 11 in the case of active associations and shall report the progress of the liquidation to the commissioner as the commissioner may require. Upon completion of liquidation, a final report and accounting of the affairs of the association shall be made to the commissioner. Upon the approval of the report by the commissioner, the board of directors, without the necessity of further action by the members of the association, shall proceed to dissolve the association in the manner provided by law in the case of general corporations. (4) Nothing in this section prejudices the right of the commissioner to take possession of any association under the authority vested in the commissioner by section 11-44-110, upon determining that the procedure is in the best interest of the members.
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