17-5550.   Same; reorganization plan.The plan of reorganization may provide for reincorporation under theexisting name of the association or under a different name. In addition toall other lawful provisions, the plan may provide for the exchange ofshares in the association for shares of the reorganized association.Without limiting the generality of the methods by which an association mayreorganize, any association may: (a) Transfer title to any of its assets toa new association organized under this act solely to liquidate such assetsin an orderly manner. Such liquidating association shall be in dissolutionand shall dissolve in accordance with the provisions of this act. Unlessthe commissioner shall otherwise approve, the board of directors of thereorganizing association shall be the board of directors of the liquidatingassociation. The liquidating association shall pay the reorganizingassociation for the assets acquired the aggregate book value of such assetson the books of the reorganizing association by issuing pro rata anddelivering to the shareholders of the reorganizing association shares of anaggregate participation value equal to the aggregate book value of assetsso acquired. The participation value of the shares of the reorganizingassociation shall be written down in an amount equal to the participationvalue of the account of such shareholder in the liquidating association.Title to the assets transferred to the liquidating association pursuant tothis section shall vest in the liquidating association by operation of lawwith the same legal effect as provided in this act in the case of merger.(b) Set up a "participating reserve" by transferring thereto the aggregatebook value of any assets of the association. The participation value of theshares of the association then outstanding shall be reduced pro rata by anaggregate amount equal to the aggregate book value of assets so transferredto the participating reserve. The association shall issue pro rata to suchshareholders nonrepurchasable "participating reserve accounts" of anaggregate participation value equal to the aggregate book value of assetstransferred to the participating reserve. The assets so represented by theparticipating reserve shall be identified on the books of the associationas participating reserve assets and the aggregate book value of such assetsas shown by the participating reserve shall be reported on any balancesheet of the association opposite the item "participating reserve assets"and such assets shall be and remain a separate fund from the other assetsof the association for the sole use and benefit of the holders ofparticipating reserve accounts. In such event, the directors shall havewith respect to the liquidation of the participating reserve assets all thepowers set forth in this act. As and when the participating reserve assetsare liquidated, all proceeds therefrom shall be paid pro rata from time totime as the board of directors may determine to the holders ofparticipating reserve accounts at the option of the board of directorseither in cash or by credit upon an account of the association. If theproceeds of the final liquidation of participating reserve assets do notequal the participation value of participating reserve accounts, the lossshall be absorbed pro rata by the holders of participating reserve accountsand the association shall have no further liability in relation thereto orarising therefrom. (c) Reduce its liability to each of its shareholders prorata to the amount credited to each such shareholder on the books of theassociation in such manner as to distribute the loss equally among suchshareholders whenever the losses of an association resulting from thedepreciation in value of its assets or otherwise are such as to result inan impairment of capital.

      History:   L. 1943, ch. 133, § 128; July 1.