§5-16-32. Voluntary liquidation - Procedure generally.

Any association may, by a majority of the votes cast at any annual meeting or any special meeting called for that purpose, vote to terminate its existence. Upon such vote, five copies of a certificate of dissolution, which shall state the name of such association and the vote cast in favor of dissolution, shall be signed and acknowledged before an officer competent to take acknowledgments of deeds by two officers. Five copies of such certificate shall be filed with the commissioner, who shall examine such association, and, if he finds that it is in a safe and sound condition, shall so note, together with his approval of such dissolution, upon all the copies of the certificate of dissolution. The commissioner shall place a copy in the permanent files of his office and file a copy with the Secretary of State. Upon such approval, the association shall be dissolved and shall cease to carry on business, but nevertheless shall continue as a corporate entity for the sole purpose of paying, satisfying and discharging existing liabilities and obligations, collecting and distributing assets and doing all other acts required to adjust, wind up and dissolve its business and affairs. The board of directors shall act as trustees for liquidation. They shall proceed as speedily as may be practicable to wind up the affairs of the association and, to the extent necessary or expedient to that end, shall exercise all the powers of such dissolved association and, without prejudice to the generality of such authority, may fill vacancies, elect officers, carry out the contracts, make new contracts, borrow money, mortgage or pledge the property, sell its assets at public or private sale, compromise claims in favor of or against the association, apply assets to the discharge of liabilities, distribute assets either in cash or in kind among account holders 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. All deeds or other instruments shall be in the name of the association and shall be executed by the president or a vice president and the secretary or an assistant secretary. The board of directors shall also have power to exchange or otherwise dispose of or to put in trust all or substantially all or any part of the assets upon such terms and conditions and for such considerations, which may be money, stock, bonds, shares or accounts of any insured association or of any federal savings and loan association, or other instruments for the payment of money or other property or other considerations, as the board of directors may deem reasonable or expedient and may distribute such considerations or the proceeds thereof or trust receipts or certificates of beneficial interest among the account holders in proportion to their interest therein. In the absence of fraud, any determination of value made by the board of directors for any such purposes shall be conclusive. The association, during the liquidation of the assets of the association by the board of directors, shall continue to be subject to the supervision of the commissioner, and the board of directors shall report the progress of such liquidation to the commissioner from time to time as he may require. Upon completion of liquidation, the board of directors shall file with the commissioner a final report and accounting of such liquidation. The approval of such report by the commissioner shall operate as a complete and final discharge of the board of directors or any member thereof in connection with the liquidation of such association. No such dissolution, nor any action of the board of directors in connection therewith, shall impair any contract right between such association and any borrower or other person or persons or the vested rights of any member of such association.

(Acts 1939, No. 459, p. 616; Code 1940, T. 5, §238.)