6-428. Retirement or reduction of shares of
guaranty capital
A. The board of directors of an association operating with guaranty capital may
propose an amendment to the articles of incorporation providing for the retirement of all
of the guaranty capital, and a detailed plan for effectuating such amendment. The
resulting capital of the association shall be not less than the minimum initial capital
which the association, if it were being organized, would be required to have under the
provisions of this chapter concerning applicants and initial capital. The proposal shall
be submitted to the superintendent for his approval.
B. If the superintendent approves the proposal, the association's board of
directors may request in writing an appraisal of the value of the shares of guaranty
capital; and the superintendent then shall cause such an appraisal to be made and receive
therefor the fees for a special examination as provided by section 6-125, allowing proper
credit to such shares from the association's segregated surplus, if any exists, and from
other reserves and undivided profits. The value of the shares of guaranty capital so
determined may be considered in the further proceedings under this section.
C. The proposal then may be submitted to the members at an annual or special
meeting. It shall be adopted upon receiving in the affirmative the votes of the holders
of two-thirds or more of the outstanding shares of guaranty capital, and also two-thirds
or more of the total number of votes which all other members of the association are
entitled to cast thereon. The proposal shall become effective upon completion of the
procedure provided in this chapter for the amendment of articles of incorporation.
D. An association may amend its articles of incorporation, in accordance with the
procedure provided in this chapter for such amendments, to reduce its shares of guaranty
capital, but in no event to an amount which is less than the minimum guaranty capital
which the association would be required by this chapter to issue if it were newly
authorized to issue guaranty capital.
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