Voluntary liquidation.

A credit union may elect to dissolve voluntarily and liquidate its affairs in the following manner:

(1) Before considering any resolution pertaining to voluntary liquidation by the board of directors, the credit union must inform the office and the National Credit Union Administration of the time and place of the meeting of the board of directors. The notification must be transmitted at least 10 days before the board of directors meets.

(2) The board of directors, pursuant to this section, shall, by resolution, recommend to the membership that the credit union be dissolved and shall state the board’s reasons for such recommendation.

(3) Within 10 days after adoption by the board of directors of the resolution proposing voluntary liquidation, a copy of the resolution shall be mailed to each member, giving notice of the time, location, and purpose of a special membership meeting, which must be held not less than 10 nor more than 20 days following the mailing of the resolution. Included in this notice shall be a mail ballot, allowing each member to vote in favor of or against the proposed voluntary liquidation. All ballots which are received by the credit union prior to the time set for the special membership meeting shall be counted together with the ballots cast at the meeting to determine whether the membership approves of the voluntary liquidation. Adequate procedures shall be established to provide that each member shall have but one vote. A majority of the votes cast by the members must be in favor of voluntary liquidation for the credit union to be voluntarily liquidated. Those casting ballots by mail or at the meeting constitute a quorum for the transaction of business at such special meeting, notwithstanding any contrary bylaw provision.

(4) Upon adoption by the board of directors of a resolution recommending that the credit union be voluntarily liquidated, the office or the National Credit Union Administration may restrict control or give directions with respect to the continued business of the credit union pending consideration of the voluntary liquidation by the members. During such period, no member shall withdraw an aggregate amount in excess of the insurance or guaranty covered by the credit union. No new extensions of credit shall be funded during the period between the board of directors’ adoption of the resolution recommending the voluntary liquidation and the membership meeting called to consider the voluntary liquidation, except for loans fully secured by a pledge of shares and for the funding of outstanding loan commitments approved before the board of directors adopts the resolution.

(5) The notice required by subsection (3) shall also be mailed to the office and the National Credit Union Administration within 5 days after the action of the board of directors. Within 10 days after the meeting of the membership, the board of directors shall notify the office and the National Credit Union Administration in writing of the action taken by the members.

(6) If the voluntary liquidation is approved by the membership, the board of directors shall appoint a liquidator to proceed with the liquidation. All reasonable and necessary expenses of operation during the period of liquidation shall continue to be paid as authorizable by the board of directors. When all assets from which there is a reasonable expectancy of realization have been fully paid, the remaining liquidation proceeds shall be paid and distributed to the members, ratably according to the balances in the share accounts as of the close of the last business day preceding the date of the resolution of the board of directors pursuant to subsection (2).

(7) The National Credit Union Administration shall have the right of first refusal to be appointed as liquidator of any liquidating credit union which it insures. The liquidator shall have all of the powers provided in s. 657.063 regarding involuntary liquidation. If the National Credit Union Administration declines to serve as liquidator, the board of directors shall appoint a reasonable person as liquidator and specify the extent of responsibilities and authority delegated to the liquidator.

(8) When the liquidating agent of the credit union has been appointed, the office may waive or hold inapplicable the fees required by this chapter and the examination required by s. 655.045(1) if the liquidating agent submits periodic reports to the office on the status of the liquidation.

(9) Whenever the board of directors or liquidator determines that all assets from which there is a reasonable expectancy of realization have been liquidated and distributed to the members, a certificate of dissolution on forms prescribed by the commission shall be prepared and filed with the office together with all pertinent books and records of the credit union, and thereupon the credit union shall be dissolved and its certificate of authorization canceled. The office may designate a custodian to maintain the books and records of the liquidated credit union.