§868. Voluntary proceedings for dissolution
A. No association shall be permitted to dissolve and liquidate voluntarily without the written consent of the commissioner.
B. An association may be voluntarily dissolved and liquidated upon the vote of two-thirds of the members or stockholders of the association present or represented by proxy at a special meeting called for that purpose. All meetings of members or stockholders shall be called only after the notices have been given as required for meetings called for amending the articles of incorporation of the association as provided in R.S. 6:721(A).
C. Upon such vote, five originals of the certificate of dissolution, which shall state the vote cast in favor of voluntary dissolution and liquidation, shall be signed by the president or vice president and the secretary or assistant secretary of the corporation and acknowledged by one of the signing officers.
D. The board of directors shall act as liquidators in a voluntary dissolution and liquidation. Notice of the authorization by the members or stockholders to dissolve and liquidate, stating that the association is to be liquidated voluntarily and giving the name and address of each liquidator shall be published at least once in a newspaper of general circulation in the parish in which the association is domiciled, and a copy of such notice, with the affidavit of the publisher of the newspaper to the fact of such publication shall be obtained.
E. The five originals of the certificate of dissolution, along with a copy of the published notice and the publisher's affidavit, shall be filed with the commissioner. The commissioner shall examine such association, and if he finds that it is not in an impaired condition, shall so note, together with his approval of such dissolution. The commissioner shall place a copy of the certificate of dissolution, along with the copy of the published notice and the publisher's affidavit, in the files of his office, and shall return the remaining copies of the certificate of dissolution to the liquidators who shall file one copy in the mortgage records of the parish in which the association is domiciled.
Acts 1970, No. 234, §1. Acts 1983, No. 675, §1; Acts 2003, No. 17, §1, eff. May 23, 2003; Acts 2003, No. 60, §1, eff. May 23, 2003.
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