A credit union may elect to dissolve voluntarily and liquidate its affairs. The process of voluntary dissolution shall be as follows: (A) The board of directors shall adopt a resolution recommending the credit union be dissolved voluntarily, and directing that the question of dissolution be submitted to the members. For a credit union to enter voluntary dissolution, approval by a majority of the members in writing or by a simple majority vote of the members at a regular or special meeting of the members is required. Where authorization for dissolution is to be obtained at a meeting of the members, notice in writing shall be given to each member, by first-class mail, at least ten (10) days prior to such meeting. (B) Within ten (10) days after the board of directors decides to submit the question of dissolution to the members, the president shall notify the Bank Commissioner and any government agency or other organization insuring member accounts thereof in writing, setting forth the reasons for the proposed dissolution. Within ten (10) days after the members act on the question of dissolution, the president shall file with the Bank Commissioner a statement of their consent to dissolution, attested by a majority of the officers and including the names and addresses of the officers and directors, and shall notify any government agency or other organization insuring member accounts in writing as to the action of the members on the proposal. As soon as the board of directors decides to submit the question of dissolution to the members, payments on shares or deposits, withdrawal of shares or deposits, making any transfer of shares or deposits to loans and interest, making investments of any kind and granting loans may be suspended, only with the approval of the Bank Commissioner, pending action by members on the proposal to dissolve. On approval by the members of such proposal, all such business transactions shall be permanently discontinued. Necessary expenses of operation shall, however, continue to be paid on authorization of the board of directors or liquidating agent during the period of dissolution. (C) The Bank Commissioner shall determine whether or not the credit union is solvent. If the credit union is solvent, the Bank Commissioner shall issue in duplicate a certificate to the effect that this section has been complied with. (D) The certificate shall be filed with the Secretary of State, and a certified copy thereof filed in the office of the county clerk of the county in which the credit union is located, whereupon said credit union shall cease to carry on business, except for the purpose of liquidation and distribution of its assets. (E) The credit union shall continue in existence for the purpose of discharging its debts, collecting and distributing its assets, and doing all other acts required in order to wind up its business, and may sue and be sued for the purpose of enforcing such debts and obligations until its affairs are fully adjusted. The board of directors or, in the case of involuntary dissolution, the liquidating agent shall use the assets of the credit union to pay; first, expenses incidental to liquidation including any surety bond that may be required; and second, any liability due nonmembers. Assets then remaining, if any, shall be distributed to the members proportionately to the combined shares and deposits held by each member as of the date dissolution was voted, unless otherwise provided in the bylaws. Added by Laws 1941, p. 16, § 18. Amended by Laws 1965, c. 496, § 10; Laws 1981, c. 156, § 2, emerg. eff. May 8, 1981; Laws 1992, c. 90, § 12, eff. July 1, 1992.
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