With the written consent of the superintendent of building and loan associations, but not otherwise, the board of directors of a building and loan association, in order to obtain the insurance of its stock, stock credits, certificates of deposit, or deposit accounts, or to improve or sustain its financial conditions or operations, may adopt a plan providing for the sale or transfer of substandard or unacceptable assets to a corporation organized under the laws of this state or to trustees, for the purpose of liquidating such assets in an orderly manner, for such consideration as is provided in said plan which may include money, stock, bonds, certificates of beneficial interest, or other property or consideration, or a combination thereof, paid or issued by the corporation or trustees to which such assets are sold or transferred, and providing for the distribution of such consideration in cash or in kind, or in both, to the shareholders of the association or to other persons entitled thereto, according to their respective rights, after paying or adequately providing for the payment of the liabilities of said association.
Such plan shall provide for a reduction or adjustment of the stock and stock credits of the association in the amount and to the extent required to accomplish the purposes set forth in the plan. It may provide for participation in the plan and in such consideration by the holders of certificates of deposit or deposit accounts through the voluntary surrender or reduction of their holdings.
The plan shall set forth a statement of the fully paid and issued capital stock, the stock credits, and the authorized capital stock, both before and after the adoption of such plan.
The corporation or trustees to which such assets are sold or transferred shall, with respect to such assets, be subject to supervision and examination by the superintendent. The written consent of the superintendent or of his deputy must be secured to validate any act done or power exercised by such corporation or trustees in the liquidation of such assets. Such corporation or trustees shall make reports to the superintendent on the first day of January and the first day of July of each year, or oftener if required by him, containing such information as to such assets as he requires.
A special meeting of the stockholders shall be called and held as provided by section 1151.61 of the Revised Code, and the adoption of such plan shall require the vote, in person or by proxy, of the holders of fifty-one per cent of the stock.
If the plan so provides, the board may, within forty-five days after the day on which such vote is taken, rescind the action of the shareholders if in its judgment the consummation of the plan will be against the best interests of the association because of the number of dissenting shareholders or the amount of stock owned by them.
All shareholders dissenting from such plan shall be entitled to relief in the manner and under the conditions provided by section 1151.61 of the Revised Code.
Such plan shall become effective, without the necessity of any further corporate proceedings, as an amendment to the articles of incorporation, when it has been adopted by the shareholders and approved in writing by the superintendent, and the president or a vice-president, and the secretary or an assistant secretary, of the association have signed and filed in the office of the secretary of state a certificate showing the adoption of such plan, with the consent of the superintendent indorsed on such certificate, and containing a copy of the plan.
Cite as R.C. § 1151.62
History. Effective Date: 10-01-1953