Louisiana § RS 6:1282 - Procedure to effect sale of all assets

§ RS 6:1282. Procedure to effect sale of all assets

A.  The procedure to effect a sale authorized by R.S. 6:1279 and 1284 shall be as follows:

(1)  The board of directors shall adopt a resolution setting forth the terms of the proposed sale and shall submit the plan to the commissioner for his preliminary approval.  Upon receipt of approval by the commissioner, the plan shall be submitted to a vote of the members at a special or annual meeting.

(2)  The terms shall be set forth in the notice of the meeting as prescribed in R.S. 6:1183(B).

(3)  The proposed sale shall be approved by the members or stockholders upon receiving in the affirmative two-thirds or more of the total number of votes which all members or stockholders of the savings bank are entitled to cast.  A proposal for the voluntary liquidation of the savings bank may be submitted to the members or stockholders at the same meeting, or at any later meeting called for such purpose, in accordance with Part IV of this Chapter.  A report of proceedings, certified by the president or vice president and attested to by the secretary, and setting forth the terms of the proposed sale, the notice given, and the time of its mailing, the vote on the proposal, and the total number of votes which all members or stockholders of the savings bank are entitled to cast thereon, shall be filed with the commissioner.

B.  If the commissioner finds that the proposed sale is fair to all holders of capital, creditors, and other persons concerned, and provision has been made for the disposition of the remaining assets, if any, of the savings bank as provided in this Chapter for voluntary liquidation, he shall issue to the savings bank a certificate of authorization for such sale, with a copy of the filed report of proceedings attached to the certificate.

C.  When the commissioner's certificate is recorded in the same manner as the savings bank's articles of incorporation, the savings bank may complete the sale so authorized, except that the savings bank shall also have the approval of the Federal Deposit Insurance Corporation.

D.  If the sale includes the name of the savings bank, the purchaser shall have the exclusive right to such name for a period of five years.

Acts 1990, No. 816, §1, eff. Sept. 1, 1990.