Indiana § 28-1-9-2 Authority to liquidate and dissolve; resolution; submission to
shareholders; vote required

Indiana Statutes

§ 28-1-9-2 — Authority to liquidate and dissolve; resolution; submission to shareholders; vote required

Indiana·Art. 1 DEPARTMENT OF FINANCIAL INSTITUTIONS·Ch. 9 Voluntary Dissolution of Banks, Trust Companies, and

Any bank, trust company, corporate fiduciary,
savings bank organized after December 31, 1992, bank of discount and
deposit, or savings association may liquidate its affairs and dissolve in
the manner prescribed in this chapter. Whenever the board of directors,
by a resolution adopted by a majority vote of the members of such
board, shall deem it advisable to submit the question of dissolution, or
whenever the board of directors shall be requested in writing by the
holders of a majority of the outstanding shares of capital stock to
submit the question of dissolution, the board of directors shall submit
the question of dissolving the corporation to a vote of the shareholders
of the corporation entitled to vote at such meeting as may be designated
in such request, or, in the absence of such r

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Any bank, trust company, corporate fiduciary,
savings bank organized after December 31, 1992, bank of discount and
deposit, or savings association may liquidate its affairs and dissolve in
the manner prescribed in this chapter. Whenever the board of directors,
by a resolution adopted by a majority vote of the members of such
board, shall deem it advisable to submit the question of dissolution, or
whenever the board of directors shall be requested in writing by the
holders of a majority of the outstanding shares of capital stock to
submit the question of dissolution, the board of directors shall submit
the question of dissolving the corporation to a vote of the shareholders
of the corporation entitled to vote at such meeting as may be designated
in such request, or, in the absence of such request or of such
designation, in such resolution. The designated meeting may be an
annual or a special meeting of the shareholders. If the designated
meeting is an annual meeting, notice of the question of dissolution shall
be included in the notice of the annual meeting. If the designated
meeting is a special meeting of the shareholders, such special meeting
shall be called by the board of directors, and notice of such meeting
shall be given at the time and in the manner provided in IC 28-13-14-6.
The dissolution shall be authorized, subject to the provisions of section
3 of this chapter, upon receiving the affirmative votes of the holders of
two-thirds (2/3) of the outstanding shares of stock of the corporation
unless the corporation is a savings association authorized to dissolve
by the provisions of this section, in which case the affirmative votes of
the holders of a majority of the outstanding shares of stock shall be
sufficient and dissolution shall thereby be authorized.
Formerly: Acts 1933, c.40, s.143. As amended by P.L.263-1985,
SEC.42; P.L.14-1992, SEC.77; P.L.122-1994, SEC.78; P.L.262-1995,
SEC.27; P.L.79-1998, SEC.42.

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