§ 11-41-130 — Reorganization

(1) The board of directors of an association may
adopt a plan of reorganization of the association at a meeting called for that
purpose. Two copies of the proposed plan of reorganization, signed by the president
or vice president of the association, verified by the president's or vice president's
affidavit, and attested by the secretary or assistant secretary of the association,
with the seal of the association affixed, shall be submitted to the commissioner for
the commissioner's approval, and the commissioner shall attach a certificate of
approval or disapproval to the proposed plan, one copy to be filed in the division and
one returned to the association. If a plan is approved by the commissioner, it shall
be presented to the members at a special meeting called for the purpose of
considering and voting upon the plan. The complete plan of reorganization, as
adopted by the board of directors and approved by the commissioner, shall be
furnished to each member at the time notice of the meeting is given, as required by
section 11-41-123. If at the meeting two-thirds of all votes of the members present in
person or by proxy are in favor of the approved plan, the association may proceed to
reorganize.

(2) The proceedings of a meeting to approve a reorganization plan shall be
submitted to the commissioner for the commissioner's approval in the same manner
as required for the submission of the plan by the board of directors. Unless the plan
of reorganization fixes a later effective date, the effective date of reorganization is
the date upon which the commissioner accepts for filing the certified copies of the
proceedings of the meetings of members adopting the approved plan of
reorganization.

(3) The privilege of reorganization is likewise extended to savings and loan
associations which are in the course of voluntary or involuntary liquidation.

(4) In order that equity may be done for all members of such association in
the event of reorganization, all pending withdrawal applications shall be canceled.

(5) In addition to all other lawful provisions, the plan may provide for the
exchange of shares or stock or both in the association for shares or stock or both of
the same or a different class of the reorganized association. Without limiting the
methods by which an association may reorganize, any association may:

(a) Provide for reorganization under the existing name of the association or
under a different name;

(b) Provide for segregation by division, on the records of the association or
on the records of any reorganized association, of any part of its assets and
liabilities, including division of the certificate value of the shares or stock or both,
and of any reserves created to absorb losses;

(c) Provide for segregation by division, between the association and a
reorganized association or between two reorganized associations, of any part of its
assets and liabilities, including division of the certificate value of the shares or
stock or both and of any reserves created to absorb losses;

(d) Fix the time prior to which notice of withdrawal of such shares so issued
in exchange for shares in the associations being reorganized shall not be given.

(6) The reorganization of an association does not prejudice the right of any
creditor of the association to have payment of the creditor's debt out of the assets
and property of the association, nor does the reorganization of an association
deprive any creditor of, or prejudice any creditor in, any right of action then existing
against the officers or directors of the association for any neglect or misconduct.
All obligations to any prior association inure to the benefit of the reorganized
association and are enforceable by it and in its name, and demands, claims, and
rights of action against any prior association may be enforced against it as fully and
completely as they might have been enforced before the association's
reorganization. All deeds, notes, mortgages, contracts, judgments, transactions,
and proceedings whatsoever made, received, entered into, carried on, or done by an
association before its reorganization are good, valid, and effectual in law as though
the association had never been reorganized.

Legislative History

Source: L. 33: p. 365, � 28. CSA: C. 25, � 96. L. 39: p. 258, � 34. CRS 53: � 122-2-30. C.R.S. 1963: � 122-2-30. L. 2024: (1), (2), and (6) amended, (HB 24-1381), ch. 350, p. 2374, � 31, effective August 7.