Tennessee § 45-3-1104 - Procedure to effect sale of assets.

§ 45-3-1104. Procedure to effect sale of assets.

The procedure to effect a sale of all or substantially all of the assets of an association shall be as follows: Resolution by Board of Directors. The board of directors shall, by resolution adopted by a majority of the existing members of the board, approve the sale and set forth in the resolution the terms and conditions of the sale; Approval by Commissioner. The resolution approving and setting forth the terms of the proposed sale shall be submitted to the commissioner for the commissioner's approval and shall be supplemented by additional information that the commissioner may require. If the commissioner finds that the proposed sale is fair to all depositors, other creditors, and stockholders or members of the association and to any other persons concerned, and that provision has been made for the disposition of the remaining assets, if any, of the association as provided in this chapter for voluntary liquidation, then the commissioner shall, in writing, approve the sale and shall send notice of approval by certified mail to the home office of the association not less than thirty (30) days after its receipt by the commissioner. Should the commissioner disapprove all or any part of the sale, the commissioner shall state the disapproval, together with the written objections therefor, and send the same by certified mail to the home office of the association, giving an opportunity to the association to amend the terms or conditions of the sale and resubmit the resolution so as to obviate the objections. In the event that the commissioner disapproves the proposed sale after the resubmission, the commissioner shall send written notice of the final disapproval by certified mail to the home office of the association. Failure to send notice of approval or disapproval within the time specified shall be deemed to constitute approval of the proposed sale by the commissioner; and Approval by Stockholders or Members. Upon approval of the proposed sale by the commissioner, the same shall be submitted to a vote at any annual or special meeting of the stockholders or members. The proposed sale shall be approved upon receiving the affirmative vote, in person or by proxy, of at least two-thirds (2/3) of the outstanding voting stock or votes of members. A proposal for the voluntary liquidation of the association shall be submitted to the stockholders at the same meeting or at any adjournment thereof, or at any later meeting called for that purpose in accordance with this chapter concerning voluntary liquidation. A certified report of the proceedings setting forth the terms of the proposed sale, the number of votes present in person or by proxy and the number of votes for and against any proposal, respectively, shall be filed with the commissioner. Acts 1978, ch. 708, § 4.12; T.C.A., § 45-1612.