2007 Minnesota Statutes

52.20 VOLUNTARY DISSOLUTION.
    Subdivision 1. Special meeting; liquidation committee. A credit union may be voluntarily
liquidated after two-thirds of the members present and entitled to vote shall have voted such
liquidation at a special meeting called by a majority of the board of directors for that purpose,
upon 14 days mailed written notice to each member at the member's last known address clearly
stating the purpose of the special meeting, or at any regular meeting after like notice of the
purpose has been given. By a majority vote of the members present and entitled to vote at the
meeting, a committee of three members shall be elected to liquidate the credit union.
Vacancies in this committee shall be filled by the remaining members of the committee,
acting jointly with the board of directors serving at the time of the vote for liquidation, or by
and with the approval of any ten or more shareholders. In case the remaining members of the
committee or a majority of said board of directors shall notify the commissioner of commerce
that a vacancy can not be filled in the manner therein provided, the commissioner shall have
authority to fill the vacancy from the membership of the credit union as it existed at the time
of the vote for liquidation.
    Subd. 2. Recording documents; commissioner's approval; bond. Immediately after this
meeting and before the committee shall proceed with the liquidation, the officers of the credit
union shall file with the commissioner of commerce a certified copy of the minutes of this meeting,
a written statement outlining the plan of liquidation, and a verified statement, in writing, signed
by a majority of the officers, consenting to this liquidation containing the names and addresses of
all officers and directors of the credit union. After the commissioner of commerce shall, by proper
examination, determine that the credit union is solvent, the commissioner shall, within 60 days,
issue a certificate of approval of the liquidation, which certificate shall be recorded with the county
recorder in the county where the credit union is located. A "solvent" credit union is one which
is able to pay all of its debts and deposits. From and after this special meeting the credit union
shall cease to do business except for purposes of liquidation. Before commencing the liquidation
the committee shall execute and file with the commissioner of commerce a bond running to the
state of Minnesota for the benefit of the members and creditors of the credit union in such amount
and with such sureties and in such form as shall be approved by the commissioner of commerce,
conditioned for the faithful performance of all duties of its trust. A bond may be waived in case
of a bulk sale of assets to one or more purchasers upon terms approved by the commissioner of
commerce. Such purchasers may include other credit unions or an association of credit unions.
    Subd. 3. Time of dissolution. Upon recording this certificate with the county recorder, the
credit union shall be deemed dissolved and its corporate existence terminated except for the
purpose of discharging its debts, collecting and distributing its assets, and doing all other acts
required in order to liquidate. The credit union shall have a corporate existence and may sue
and be sued.
    Subd. 4. Commissioner's intervention. If the credit union shall not be completely liquidated
and its assets discharged within three years after the special meeting of the members, the
commissioner of commerce may take possession of the books, records and assets and proceed to
complete liquidation. If the commissioner determines after one year from the commencement
of liquidation proceedings that the liquidation is not proceeding in a reasonable and expeditious
manner under all of the circumstances, the commissioner may take possession of the books,
records, and assets and appoint a liquidating agent who shall give a bond running to the state of
Minnesota.
    Subd. 5. Unclaimed dividends. Funds representing unclaimed dividends in liquidation in
the hands of the liquidating committee or the commissioner of commerce for six months after
date of final dividend, shall be deposited with the commissioner of finance, who shall, within
one year thereafter, pay over the money so held to the persons respectively entitled thereto upon
being furnished satisfactory evidence of their right to the same, and at the end of that year the
commissioner of finance shall credit all residue of the deposit to the general fund.
There is hereby appropriated to the persons entitled to such amounts, from the funds or
accounts in the state treasury to which the money was credited, an amount sufficient to make the
payment.
    Subd. 6. Final statement. Upon completion of the liquidation by the liquidating committee,
it shall file with the commissioner of commerce a verified statement in writing signed by the
members of the committee stating that all debts of the credit union, and all deposits, and all
shares, or portions of shares which can be paid from the liquidation proceeds, have been paid,
except any unclaimed dividends, and if any such, the amount thereof, the names of the persons
entitled thereto, with their last known addresses, and all books and papers of the credit union shall
thereupon be deposited with the commissioner of commerce.
History: (7774-20) 1925 c 206 s 20; 1933 c 346 s 4; 1937 c 213 s 7; 1943 c 20 s 2; 1959 c
158 s 5; 1961 c 331 s 9; 1967 c 301 s 7-9; 1969 c 399 s 1; 1971 c 154 s 10; 1976 c 181 s 2; 1983
c 289 s 114 subd 1; 1984 c 655 art 1 s 92; 1986 c 444; 2003 c 112 art 2 s 50; 2005 c 4 s 4,5