17-2230. Voluntary and involuntary dissolution; procedures; liquidation procedure.
17-2230
17-2230. Voluntary and involuntary dissolution; procedures;
liquidation procedure.
(a) Voluntary. At a meeting especially called to consider the
matter, a majority of the entire membership may vote to dissolve the credit
union, provided a copy of the notice was mailed to the administrator at
least 10 days prior thereto. Any member not present at such meeting
may, within the next 20 days, vote in favor of dissolution by
signing a statement in form approved by the administrator and such vote
shall have the same force and effect as if cast at such meeting. The credit
union shall thereupon immediately cease to do business except for the
purposes of liquidation, and the executive officer of the
board and secretary of the board shall, within five days following
such meeting, notify the administrator of intention to
liquidate and shall include a list of the names of the directors and
officers of the credit union together with their addresses. Any credit
union which has voted to enter into voluntary dissolution may by action of
its board of directors make a written application to the administrator for
the appointment of a liquidating agent and the administrator
shall then exercise
such powers of appointment, control and supervision of a
liquidating agent as is
provided in K.S.A. 17-2206, and
amendments thereto, and liquidate such credit union in accordance with the
provisions of this section.
(b) Involuntary. If it shall appear that any credit union is insolvent,
or that it has violated any of the provisions of
this act, the administrator may order such credit union to correct such
condition and shall grant it a reasonable time under the circumstances of
the case within which to comply, and failure to do so shall afford grounds
for revocation of the corporate charter or the appointment of a
conservator.
When the administrator finds that
a credit union is insolvent, the administrator, pursuant to order, shall
become the conservator and may
appoint
an agent and require the agent to give such bond as the
administrator
deems proper. The administrator
also shall fix reasonable compensation for the agent but the
same shall
be subject to approval of the district court of the county wherein such
credit union is located upon application of any party in interest. The
administrator may appoint as agent any person, the Kansas
credit
union league, or the insurer or guarantee corporation
required under K.S.A. 17-2246, and amendments thereto, for the credit union
involved. Upon an order of the administrator to liquidate
such credit union, such agent shall follow the liquidation procedure set out
herein.
Any agent appointed shall make a complete report to the
administrator
covering the acts and proceedings as such agent. The
administrator may remove any agent, with or without cause, and appoint a
successor. The agent, under the
direction of the administrator, shall take charge of any insolvent credit
union and all of its assets and property and liquidate the affairs and
business for the benefit of its creditors and shareholders
as provided in this section. The agent may sell or compound all bad and doubtful debts and sell
all the
property of any such credit union upon such terms as the administrator
shall approve. The administrator shall have the general supervision of all
the acts of the agent. All claims of creditors and
shareholders must be
filed with the agent within one year after the date of
the
agent's appointment, and if any shareholder claim or creditor claim is not
so filed
then it shall be barred from participation in the estate and assets of any
such credit union. The agent of any insolvent credit union may
borrow
money and pledge the assets of such insolvent credit union but only upon
prior written approval of the administrator. At least once each year the
administrator shall examine every credit union in the hands of
an agent and copies of such examination reports shall be available to any
interested
shareholder or creditor by written request made to the administrator. Every
agent shall submit the records and affairs of such credit
union to an
examination by the administrator or the administrator's assistant
and examiners whenever the
agent is requested to do so. The agent of any credit union
shall make reports
to the administrator in the same manner as required of other credit unions.
(c) Liquidating procedure. The credit union shall continue in
existence for the purpose of discharging its debts, collecting and
distributing its assets, and doing all 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 the liquidating agent shall use
the assets of the
credit union to pay in the following order: (1) Expenses
incidental to liquidation
including any surety bond that may be required; (2) remaining
liabilities other than shareholdings; and (3) the assets then
remaining, if any, shall be distributed to the savings held by each member
or other shareholder as of the date dissolution was voted.
As soon as the board or the liquidating agent determines
that all assets from
which there is a reasonable expectancy of realization have been liquidated
and distributed as set forth in this section, they shall execute a
certificate of dissolution on a form prescribed by the administrator and
file same with the register of deeds of the county wherein the credit union
had its registered office, who shall, after recording and indexing same,
forward it to the administrator, whereupon such credit union shall be
dissolved. The administrator shall furnish a copy of the certificate of
dissolution to the secretary of state.
History: L. 1963, ch. 140, § 12; L. 1965, ch. 153,
§ 9; L. 1968, ch. 160, § 16; L. 1972, ch. 57, § 3; L. 1983, ch.
84, § 1;
L. 1987, ch. 86, § 3;
L. 1992, ch. 225, § 13; July 1.