Title FIN — California Fin. Code

Any credit union may, with the approval of the commissioner, merge with another credit union or with a central credit union.

(a) The merger shall be made pursuant to any plan agreed upon by the majority of the board of directors of each credit union joining in the merger, and approved by the affirmative vote of at least a majority of the members of the disappearing credit union, in person or by proxy, …

(a) After the requirement of approval as provided in Section 15201 is satisfied, each credit union shall execute a certificate of merger as an officers’ certificate pursuant to Section 5062 of the Corporations Code that shall set forth: (1) That the plan of merger has been approv…

Each certificate of merger called for in Section 15202 shall be filed in the office of the Secretary of State. After the filing in the office of the Secretary of State, a copy of each certificate of merger, certified by the Secretary of State, shall be filed with the commissioner…

(a) Upon any merger effectuated as provided in this article, all property, property rights, and interests of the merged credit union shall vest in the surviving credit union, without deed, endorsement or other instruments of transfer, and all debts, obligations and liabilities of…

(a) Whenever the board of directors of a credit union recommends by a vote of a majority of all its members the dissolution of the credit union, the members of the credit union, at any meeting specially called to consider the subject, may elect to dissolve the credit union, by th…

If the dissolution of the credit union is approved pursuant to subdivision (a) or (b) of Section 15250, the board of directors of the credit union shall elect a committee of three members or may by resolution appoint a liquidating agent to liquidate the assets of the credit union…

Promptly thereafter the president or vice president and secretary or assistant secretary, or a majority of the committee or the liquidating agent in charge of liquidation, shall sign and verify a certificate stating that the credit union has elected to wind up and dissolve and sh…

After a vote to dissolve a credit union no business may be carried on by the credit union except in the proper course of liquidation.

The committee or the liquidating agent in charge of liquidation may sue in the name and on behalf of the credit union, and may sell or otherwise dispose of the assets of the credit union, in whole or in part, at public or private sale.

After determining that all known debts and liabilities of the credit union have been paid or adequately provided for, the committee or the liquidating agent in charge of liquidation shall distribute all the remaining assets of the credit union among the members or shareholders. E…

When a credit union has completely wound up, all of its known debts and liabilities actually paid or adequately provided for or paid as far as its assets permit, and its known assets distributed, a majority of the committee or the liquidating agent in charge of liquidation shall …

The certificate of dissolution shall be filed in the office of the Secretary of State and copies, certified by him, shall be filed in the office of the commissioner.

At any time during the liquidation process, the committee or the liquidating agent in charge of liquidation may be relieved of their duties at the discretion of the commissioner and the commissioner shall thereafter act as the liquidating agent or appoint a liquidating agent to c…

Where the commissioner finds that on the date of filing with the Secretary of State of the certificate of election to wind up and dissolve, the credit union does not have sufficient assets to return to its shareholders their investment in full, the credit union shall not be liabl…

A credit union may convert itself into a federal credit union by following the procedure contained in this article.

Upon recommendation of the board of directors the members of any credit union may by an affirmative majority vote of such members resolve to convert such credit union into a federal credit union. For the purposes of this article, an “affirmative majority vote of such members” mea…

Within 10 days after the meeting or written vote at which the members determine to convert into a federal credit union, the credit union shall file with the commissioner a certificate verified by the board of directors of such credit union. The certificate shall contain a copy of…

A certified copy of the certificate required by Section 15302 filed in the office of the Secretary of State is presumptive evidence of the holding of the meeting or written vote and the action taken thereat.

After the meeting or the written vote of the members, the credit union shall take such action as is necessary to make it a federal credit union, and within 10 days after receipt of the federal charter, the credit union shall file with the commissioner and with the Secretary of St…

At the time the conversion into a federal credit union becomes effective, the credit union ceases to be supervised by this state and all of the property of the credit union, including all of its right, title, and interest in and to all property of every kind and character immedia…

The converted federal credit union shall have, hold, and enjoy the property mentioned in Section 15305 in its own right as fully and to the same extent as the property was possessed, held, and enjoyed by it as a state credit union and the federal credit union shall continue respo…

Upon recommendation of its board of directors, any federal credit union may convert into a credit union under the laws of this state by complying with the requirements of the Federal Credit Union Act (12 U.S.C. Sec. 1771) and on obtaining a certificate pursuant to Chapter 2 (comm…

The officers and directors of the federal credit union shall be the officers and directors of the credit union after conversion takes effect, to hold office until their successors are elected and qualified.

The commissioner may conduct a joint audit of the federal credit union with federal auditors. Upon completion of such audit, he shall issue a certificate to the National Credit Union Administration showing the results of such audit. The commissioner may also certify that the tran…

Copies of the minutes of the proceedings of the meeting of the members or the written ballot and the record of written vote of the members in which they voted to convert into a state credit union, verified by the board of directors of the credit union, shall be filed within 10 da…

The verified copies of the minutes of the meeting or the record of written vote, when filed as required by Section 15353, are presumptive evidence of the holding of, and the action taken at, the meeting or the written vote.

After an affirmative vote as provided in Section 15350, the federal credit union shall take or cause to be taken such action in the manner prescribed and authorized by this division as shall make it a credit union of this state. The directors shall file the documents and take suc…

The directors of a credit union converted from a federal credit union may insert in the articles of incorporation the following statement: “This credit union is incorporated by conversion from a federal credit union.”

Within 10 days after the filing of the articles of incorporation with the Secretary of State, there shall be filed, with the National Credit Union Administration, two copies of the articles of incorporation, certified by the Secretary of State.

Upon the filing of the articles of incorporation with the Secretary of State and the issuance of a certificate by the commissioner authorizing the federal credit union to act as a credit union under the laws of this state, the credit union ceases to be a federal credit union and …

The converted credit union shall have, hold, and enjoy the property mentioned in Section 15358 in its own right as fully and to the same extent as the property was possessed, held, and enjoyed by it as a federal credit union and the converted credit union continues responsible fo…