(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.
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.
11-41-130.5. Cessation of business as an association - amendment of articles. (1) Notwithstanding any provision of this article 41 to the contrary, in connection with the sale of all or a substantial part of its assets, the board of directors of any savings and loan association may propose an amendment to its articles of incorporation to amend the objects and purposes to conform to those authorized in the Colorado Business Corporation Act, articles 101 to 117 of title 7, and to make other amendments authorized by and not inconsistent with article 110 of title 7. Proposed amendments shall be submitted to the members or, if the savings and loan association has permanent stock, to the stockholders of the association for their approval. Upon approval, proposed amendments shall be submitted to the commissioner, with a plan pursuant to subsection (2) of this section, for the commissioner's approval.
(2) The amendments to a savings and loan association's articles of incorporation shall be accompanied by a plan for the cessation of the conduct of a savings and loan association in the state.
(3) (a) The commissioner shall approve a plan only if:
(I) The commissioner determines that an association has paid or has made provision through an assumption agreement or otherwise for its known and unclaimed liabilities to its depositors and account holders;
(II) The amended articles of incorporation delete the words savings and loan association; and
(III) The amended articles of incorporation expressly prohibit the conduct of a savings and loan or banking business in Colorado by the corporation.
(b) In approving a plan, the commissioner may impose terms and conditions as the commissioner deems necessary to protect the depositors, account holders, stockholders, members, and creditors of the savings and loan association.
(4) Upon approval of a plan and the amendments to the articles of incorporation by the commissioner pursuant to this article and upon the filing of such amendments, along with the applicable filing fees with the secretary of state as provided by section 11-41-129 (4), a corporation shall continue in existence pursuant to the Colorado Business Corporation Act, articles 101 to 117 of title 7, C.R.S., but said corporation shall cease to be a savings and loan association or an association. The corporation's certificate of authority as a savings and loan association or an association shall automatically be canceled, without further action, and the corporation shall be deemed to be organized pursuant to the Colorado Business Corporation Act, articles 101 to 117 of title 7, C.R.S., and shall cease to be subject to the provisions of the Savings and Loan Association Law, articles 40 to 46 of this title.
Source: L. 84: Entire section added, p. 380, � 8, effective May 11. L. 93: (1) and (4) amended, p. 861, � 29, effective July 1, 1994. L. 2024: (1), (3)(a)(I), and (3)(b) amended, (HB 24-1381), ch. 350, p. 2375, � 32, effective August 7.