State Codes and Statutes
Statutes > Utah > Title-07 > Chapter-07 > 7-7-97-7-9. Dissolution of association.
(1) An association may, at any special meeting of the members or stockholders called toconsider such action, terminate its existence in accordance with the provisions of this section upona vote of not less than a two-thirds majority of the total number of votes of members orstockholders eligible to be cast.
(2) Upon the vote required under Subsection (1), a certificate of dissolution, which shallstate the vote cast in favor of dissolution, shall be signed by two officers of the association andacknowledged before an officer competent to take acknowledgments of deeds. The certificateshall be filed with the commissioner. He shall examine the association and, if he finds that it is notin an impaired condition, shall note upon the certificate of dissolution that it is not in an impairedcondition and that he approved the dissolution. The commissioner shall place a copy of thecertificate in the permanent files of his office, file a copy with the Division of Corporations andCommercial Code, and return a copy to the parties filing the same.
(3) Upon this approval, the association shall be dissolved and shall cease to carry onbusiness; 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.
(4) The directors in office at the time of the vote of dissolution shall act as trustees forliquidation as provided in this section. They shall proceed as quickly as practicable to wind up theaffairs of the association. For that purpose they shall exercise all the powers of the dissolvedassociation and, without prejudice to the generality of their authority, may fill vacancies, electofficers, carry out the contracts, make new contracts, borrow money, mortgage or pledge theproperty, sell its assets at public or private sale, or compromise claims in favor of or against theassociation. They may also apply assets to the discharge of liabilities, distribute any remainingassets either in cash or in kind among savings account members of a mutual association orstockholders of a capital stock association according to their respective pro rata interests afterpaying or adequately providing for the payment of other liabilities, and perform all acts necessaryor expedient to the winding up of the association. All deeds or other instruments shall be in thename of the association and executed by the president or a vice president and the secretary or anassistant secretary. The board of directors shall also have power to exchange or otherwise disposeof or to put in trust all, or substantially all, or any part of the assets, upon such terms andconditions and for such consideration, which may be money, stock, bonds, shares, or accounts ofany insured association, or of any federal association, or other instruments for the payment ofmoney, or other property, or other considerations, as the board of directors considers reasonableor expedient. The directors may distribute the consideration or the proceeds thereof, or trustreceipts, or certificates of beneficial interest among the savings account members or savingsaccount holders in proportion to their pro rata interests therein. In the absence of fraud, anydetermination of value made by the board of directors for any such purposes shall be conclusive.
(5) The association, during the liquidation of the assets of the association by the board ofdirectors, shall continue to be subject to the supervision of the commissioner and supervisor, andthe board of directors shall report the progress of the liquidation to the commissioner orsupervisor periodically as they may require. Upon completion of liquidation, the board ofdirectors shall file with the commissioner a final report and accounting of the liquidation. Theapproval of the report by the commissioner shall operate as a complete and final discharge of theboard of directors and each member or stockholder thereof in connection with the liquidation of
the association. No such dissolution or any action of the board of directors in connectiontherewith shall impair any contract right between the association and any borrower or otherperson or persons or the vested rights of any member or savings account holder of the association.
Amended by Chapter 5, 1984 Special Session 2
