§ 605. Voluntary liquidation; sale of assets; forfeiture of charter by\nnon-user. 1. Any corporate banking organization, the assets of which\nhave a value at least equal to its liabilities, exclusive of any\nliability to shareholders or stockholders, as such, may voluntarily wind\nup its affairs; but no banking organization of which the superintendent\nhas taken possession in accordance with the provisions of section six\nhundred six of this chapter shall take any steps for such voluntary\ndissolution until it has received the written approval of the\nsuperintendent.\n 2. To effect a voluntary dissolution of any corporation, a meeting of\nthe stockholders or shareholders of such corporation having full voting\nrights, and if applicable any other stockholders or shareholders\nauthorized by the organization certificate or by-laws of such\ncorporation to vote on a resolution to effect a voluntary dissolution,\nshall be held upon not less than twenty days' written notice to each\nsuch stockholder or shareholder, either served personally or mailed to\nthe stockholder or shareholder at the address appearing upon the books\nof the corporation, and containing a statement of the purpose for which\nsuch meeting is called. Proof by affidavit of due service of such notice\nshall be filed in the office of the corporation before or at the time of\nsuch meeting.\n In the case of a mutual savings bank, a meeting of its board of\ntrustees shall be held upon like notice. Proof by affidavit of due\nservice of such notice shall be filed in the office of the savings bank\nbefore or at the time of such meeting.\n 3. At such a meeting of stockholders or mutual shareholders, such\nstockholders or mutual shareholders may, by a vote of the owners of at\nleast two-thirds in amount of such stock, or of the capital of such\nmutual corporation, direct that the corporation be closed and its\nbusiness wound up. The proceedings of such meeting shall be entered in\nthe minutes of such corporation.\n At such a meeting of the board of trustees of a savings bank, the\ntrustees may by vote of not less than two-thirds of their whole number,\ndirect by resolution that the savings bank be closed and its business\nwound up. The vote on such resolution shall be recorded with the\nresolution in the minutes of the board of trustees.\n A copy of the minutes of such meeting of stockholders or mutual\nshareholders or board of trustees, verified by the presiding officer and\nby the secretary of such meeting, shall be filed in the office of the\nsuperintendent within five days after the date of such meeting.\n 4. Within three months after the date of any such meeting, application\nmay be made to the supreme court, after due notice to the\nsuperintendent, for an order declaring the business of such corporation\nclosed. In a proper case, the court shall make such order which shall\nprescribe the notice to be given to creditors and depositors to present\ntheir claims to the corporation for payment. In the closing order, the\ncourt shall set a date certain by which claims must be presented to the\ncorporation for payment. The corporation need not consider any claims\nsubmitted after that date. Within five days after the making of such\norder, a certified copy thereof shall be filed in the office of the\nsuperintendent. Upon the entry of such order such corporation shall\ncease to do business and shall wind up its affairs, pay its creditors\nand depositors, if any, and, except in the case of a mutual savings\nbank, distribute any remaining assets among its shareholders or\nstockholders according to their respective rights and interests. The\ncorporation or any creditor or depositor thereof, upon due notice, may\napply to the court that issued the closing order for a determination as\nto any disputed claim or for any other relief necessary to effectuate\nthe liquidation and dissolution of the corporation. Any petition,\napplication, or motion to vacate, set aside, modify or a
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