17:12B-228. Dissolution

Action by the board and the members. Trustees. Commissioner's approval. Any association may be dissolved as follows: Its board may adopt a resolution declaring that in its opinion it is advisable and for the best interests of its members that it be dissolved, its business and affairs wound up and its assets liquidated and distributed. Such resolution shall fix the time and place for a meeting of the members to take action thereon. Notice of the adoption of such resolution, and of the time, place and object of such members' meeting shall be mailed to each member at least 10 days prior to the date fixed for such meeting. The meeting may be adjourned from time to time. If 2/3 in interest of the members present at the members' meeting shall favor dissolution and liquidation, the members shall then elect, at said meeting, 3 trustees to manage and direct the affairs of the association during liquidation. Said trustees may exercise, in the name of the association, any and all of its powers except those which may be expressly reserved to its members by the provisions of its by-laws or this act. More than 3 trustees may be elected if the commissioner consents thereto in writing. The candidates receiving the highest number of votes shall be declared elected. No person who has served as an officer, director, attorney or employee of such association prior to the date of the election of the trustees, shall be elected a trustee unless prior to such election there shall have been filed with the association the approval by the commissioner of such person's candidacy for trustee. No person who is indebted to the association shall be eligible for election as trustee. Each trustee shall be a member of the association. Members may vote at such meeting in person or by proxy.

Within 5 days after such members' meeting, the association shall file with the commissioner, a certificate signed by its president and secretary which shall state the name of the association; the dates upon which its board and its members met and acted with respect to dissolution and liquidation; the names and addresses of the persons who were elected as trustees; and that attached thereto are true copies of the resolutions adopted at said meetings of the board and of the members respectively, with respect to dissolution and liquidation, and of the notice mailed to members, together with proof of mailing thereof.

Within 5 days after said certificate and the documents required to be attached thereto shall have been filed with the commissioner, he shall determine whether the proceedings certified to therein have been taken in accordance with the provisions of this section, and if he is satisfied that they have, he shall forthwith date and issue to the association a certificate of dissolution and thereupon the association shall be dissolved and proceed to liquidate as herein provided.

L.1963, c. 144, s. 228.