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6-07 Dissolution, Insolvency, Suspension, and Liquidation

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CHAPTER 6-07DISSOLUTION, INSOLVENCY, SUSPENSION, AND LIQUIDATION6-07-01.Application to court for voluntary dissolution - Stockholder or officercannot withdraw or transfer stock.Any association or corporation organized under theprovisions of this title, except the Bank of North Dakota, may be dissolved upon its voluntary<br>application by the district court of the county where its office or principal place of business is<br>situated.The application must be in writing and must set forth that at a meeting of thestockholders, shareholders, or members called for that purpose, the dissolution was resolved<br>upon by a two-thirds vote of the capital stock outstanding, and that all claims and demands<br>against the association or corporation have been satisfied and discharged. The application must<br>be signed by a majority of the board of directors, or other officers having the management of the<br>affairs of the association or corporation, and must be verified in the same manner as a complaint<br>in a civil action. No stockholder or officer of such association or corporation may be permitted to<br>withdraw from the association or corporation, nor to dispose of or surrender the person's shares<br>of stock in the same, after the making or filing of the application for dissolution and prior to the<br>final determination of the proceedings thereon.6-07-02. Procedure on application for voluntary dissolution - Appeal - Notice tosecretary of state and commissioner.If the court is satisfied that the application is inconformity with section 6-07-01, it must order that the application be filed, and that the clerk give<br>not less than thirty nor more than sixty days' notice of the application by publication in some<br>newspaper published in the county, and if there is none such, then by advertisement posted in<br>five of the principal public places in the county. A certified copy of the application must be filed<br>with the commissioner within ten days after the filing of the application with the court. At any time<br>before the expiration of the time of publication, any person may file that person's objections to the<br>application. Before the final hearing and determination on the application, the commissioner<br>shall make a thorough examination of the affairs of such association or corporation, and shall file<br>a certified statement of such examination with the clerk of court of the county where such<br>application is made, and such statement must be a part of the record in the case. After the time<br>of publication has expired, the court, upon five days' notice to the persons who have filed<br>objections, or without further notice if no objections have been filed, may proceed to hear and<br>determine the application, and if all the statements therein made are shown to be true, the court<br>shall declare the association or corporation dissolved.The application, notices and proof ofpublication thereof, objections, if any, and the order of dissolution constitute the judgment roll,<br>and an appeal may be taken in the same manner as in other actions. Upon the dissolution by<br>the court, the clerk of said court forthwith shall send a copy of the order of dissolution to the<br>secretary of state, who shall file such order with the original organization certificate, and<br>immediately shall certify the dissolution to the commissioner.6-07-03. Banks deemed insolvent. A bank is deemed insolvent when:1.The actual value of its assets is insufficient to pay its liabilities;2.It is unable to meet the demands of its creditors in the usual and customary manner;3.It fails to make good its reserve as required by law; or4.It fails to comply with any lawful order of the state banking board within any time<br>specified therein.6-07-04.Property of insolvent bank exempt from attachment and execution -Appointment of receiver postponed. The property of an insolvent bank is not subject to<br>attachment or execution. A receiver may not be appointed for any bank during such reasonable<br>time as the commissioner may require for examination. If the commissioner finds a bank to be<br>insolvent upon examination, the commissioner shall take possession of its books, records, and<br>other property and shall certify the fact of such insolvency to the state banking board.ThePage No. 1commissioner may collect moneys due to any bank of which the commissioner takes possession<br>and may do such other acts as are necessary to conserve its assets and business.6-07-04.1.Insolvent bank - Order to show cause hearing - Exception.Upon adetermination by the commissioner that any bank is insolvent, the commissioner may order the<br>bank to inject capital in an amount determined by the commissioner to be sufficient to permit the<br>bank to operate in a safe and sound condition or show cause why it should not be declared<br>insolvent by the state banking board. The commissioner's order must include the basis for the<br>commissioner's determination, with reasonable specificity, and identify and attach the pages or<br>portions of the examination report or other documents supporting that determination. The order<br>to show cause hearing must be heard by the state banking board. The minimum notice for the<br>hearing is three business days. In the commissioner's order to inject capital or show cause why<br>it should not be declared insolvent by the state banking board, the commissioner shall indicate<br>whether a purchase and assumption transaction is contemplated if the banking board declares<br>the bank insolvent. If the state banking board determines that the bank is insolvent, the board<br>shall appoint a receiver. The receiver shall exercise its powers as set forth in this chapter.The hearing provided for in this section is not required when the bank is in violation of anexisting final capital order and the state banking board has determined that an emergency exists<br>which may result in serious losses to the depositors. In such a case, the state banking board<br>may declare the bank insolvent without a hearing and appoint a receiver. The receiver shall<br>exercise all powers as set forth in this chapter.Recourse may be taken from actions taken under this section only in accordance with theprovisions of section 6-07-14.6-07-04.2. Acquisition of an institution. The receiver of an insolvent institution or thestate banking board, when it has acquired possession of the institution for the purpose of<br>acquisition pursuant to section 6-07-10, may permit the acquisition of the financial institution.<br>The state banking board may grant approval under this chapter for applications for the<br>organization of a state bank or establishment of facilities. The receiver of an insolvent institution<br>or board, when acting under the provisions of this section, may reject any and all bids.The procedures may be modified by the state banking board to the extent the boarddeems necessary under the circumstances. No notice of application need be given and no public<br>hearing need be held.6-07-05. Examiner may relinquish control of insolvent bank. Whenever, after theexamination mentioned in section 6-07-04 and before the appointment of a receiver, the<br>examiner finds that the bank is in such condition that all of its creditors, excluding its<br>stockholders, can be paid in full from its assets, the examiner may relinquish possession of its<br>property to its proper officers, and such bank, with the consent of the examiner, may resume<br>business, or, after payment of its depositors, may liquidate upon such conditions as may be<br>approved by the examiner. Such banks shall pay into the state treasury a fee of ten dollars per<br>day and the hotel and traveling expenses of the examiner or deputy examiner who has been in<br>charge of the bank.6-07-06. Insolvent bank or officer receiving deposit - Penalty. No banking institutionmay accept or receive on deposit, with or without interest, any coins, notes, bills, drafts, checks,<br>or certificates circulating as money or currency, when such banking institution is insolvent under<br>subsection 1 of section 6-07-03. If any such institution receives or accepts or deposits any such<br>deposits as aforesaid when insolvent, any officer, director, cashier, or manager thereof, knowing<br>of such insolvency, who knowingly receives or accepts, is accessory or permits or connives at<br>receiving or accepting on deposit therein or thereby, any such deposit as aforesaid, is guilty of a<br>class B felony.6-07-07. Insolvencies deemed fraudulent. Every insolvency of a moneyed corporationor association is deemed fraudulent unless, upon investigation, its affairs appear to have beenPage No. 2administered fairly and legally, and generally with the same care and diligence that agents<br>receiving a compensation for their services are bound by law to observe.6-07-08. Directors participating in fraudulent insolvency - Penalty. In every case ofa fraudulent insolvency of a moneyed corporation or association, every director thereof who<br>participated in such fraud, if no other punishment is prescribed therefor by this code, is guilty of a<br>class B felony.6-07-09.Reopening bank without receivership on agreement of depositors.Repealed by S.L. 1991, ch. 87, </p> <BR></DIV><!-- /.col.one --><!-- /.col.two --></DIV><!-- /.col.main --></DIV><!-- /div id = content --> <BR class=clear></DIV> <!-- /div id = livearea --> <DIV></DIV><!-- /.col.one --> <DIV></DIV><!-- /.col.main --> <DIV></DIV><!-- /#content --><BR class=clear> <DIV></DIV><!-- /#livearea --> <!-- Footer--> <DIV id=footer> <DIV class=container> <P class=copyright>Copyright &copy; 2012-2022 Laws9.Com All rights reserved. </P><!-- /.copyright --> <P class=footerlinks><A href="/contactus.html">Contact Us</A> | <A href="/aboutus.html">About Us</A> | <A href="/terms.html">Terms</A> | <A href="/privacy.html">Privacy</A></P><!-- /.footerlinks --> </DIV><!-- /.container --> </DIV><!-- /footer --> </BODY></HTML>