§366. Voluntary transfer of assets
A.
(1)Any state bank may sell, lease, exchange, or otherwise dispose of all or substantially all of its assets to any other bank after having obtained both the consent of the stockholders of the selling bank holding of record at least two-thirds of the voting stock of the bank and the consent of the commissioner. Consent of the stockholder shall be expressed either in writing executed and acknowledged by the stockholders and attached to the instrument of sale or other disposition or to a copy thereof, or by a vote at a stockholders' meeting called for that purpose. Consent of the commissioner shall be expressed in writing and attached to the instrument of sale or other disposition of assets.
(2)The transfer agreement shall contain provisions for the paym
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§366. Voluntary transfer of assets
A.(1) Any state bank may sell, lease, exchange, or otherwise dispose of all or substantially all of its assets to any other bank after having obtained both the consent of the stockholders of the selling bank holding of record at least two-thirds of the voting stock of the bank and the consent of the commissioner. Consent of the stockholder shall be expressed either in writing executed and acknowledged by the stockholders and attached to the instrument of sale or other disposition or to a copy thereof, or by a vote at a stockholders' meeting called for that purpose. Consent of the commissioner shall be expressed in writing and attached to the instrument of sale or other disposition of assets.
(2) The transfer agreement shall contain provisions for the payment of liabilities of the selling bank, and it may contain provisions for the transfer of all deposits to a purchasing bank subject however to the right of every depositor of the selling bank to withdraw his deposit in full on demand after the transfer, irrespective of the terms under which it was deposited with the selling bank.
B. After such authorization by a vote of the stockholders, the board of directors may nevertheless, in its discretion, abandon such sale, lease, exchange, or other disposition of assets subject to the rights of third parties under any contracts relating thereto without action or approval by the stockholders.
C. This Section shall not be construed to authorize a conveyance or other disposition of assets in fraud of the bank's creditors or minority stockholders or stockholders without voting rights.
D. An action or suit to enjoin or set aside a conveyance by a state bank on the ground that there has not been compliance with the provisions of this Section relating to the sale or other disposition of assets of the state bank must be brought within ninety days after the action purporting to authorize such disposition was taken, and this time limit shall not be subject to suspension on any ground nor to interruption except by timely suit.
E. Upon the sale of all or substantially all of the assets of the bank, the certificate of authority of that bank shall be canceled as of the effective date of the agreement. The canceled certificate of authority shall then be filed by the bank with the recorder of mortgages in the parish of the selling bank's main office. This filing shall be made no later than thirty days following the cancellation of the certificate of authority.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 2001, No. 915, §1, eff. June 26, 2001; Acts 2003, No. 17, §1, eff. May 23, 2003; Acts 2003, No. 60, §1, eff. May 23, 2003.