45-4-902 - Liquidation.
45-4-902. Liquidation.
(a) A credit union under order to liquidate or in the course of dissolution or liquidation shall continue in existence for the purpose of discharging its debts, collecting and distributing its assets, and doing all acts required in order to wind up its business, and may sue and be sued for the purpose of enforcing the debts and obligations until its affairs are fully adjusted. The board of directors of the credit union, or, in the case of involuntary dissolution or liquidation by order of the commissioner, the liquidating agent, shall use the assets of the credit union to pay:
(1) All expenses incidental to liquidation, including, but not limited to, any surety bond that may be required;
(2) Any liability due nonmembers; and
(3) Redemption of shares, share accounts, and members' special accounts.
Assets then remaining shall be distributed to the members proportionately to the purchase price of shares held by each member as of the date dissolution was voted, or the date of order of liquidation or suspension by the commissioner, as the case may be.
(b) As soon as the board or the liquidating agent determines that all assets from which there is a reasonable expectancy of realization have been liquidated and distributed as set forth in this section, it shall execute a certificate of dissolution and forward the same to the commissioner, who shall review the details of the liquidation and, if approving it, shall issue a certificate of approval and return the certificate to the board or liquidating agent, who shall then file it with the secretary of state and thereafter with the office of the register of deeds of the county in which the credit union has its principal place of business.
(c) If a credit union has filed a certificate of dissolution or has indicated an intention to file the certificate, and the directors and officers of the credit union, in the opinion of the commissioner, are not conducting the liquidation proceedings in an expeditious, orderly, and efficient manner or in the best interests of its members, the commissioner may terminate the liquidation proceedings, take possession of the business and property of the credit union, and, for the purpose of carrying out the liquidation, may appoint, or cause to be appointed, a liquidating agent. The liquidating agent shall furnish bond for the faithful discharge of duties in an amount to be approved by the commissioner.
(d) The liquidating agent may, under rules and regulations that the supervisor prescribes:
(1) Receive and take possession of the books, records, assets, and property of every description of the credit union in liquidation; sell, enforce collection of, and liquidate the assets and property; compound all bad or doubtful debts; sue in the name of the credit union in liquidation; and defend actions brought against the liquidating agent in that capacity or against the credit union;
(2) Receive, examine, and pass upon all claims against the credit union in liquidation, including claims of members;
(3) Make distribution and payment to creditors and members as their interests appear;
(4) Execute documents and papers and do other acts that the liquidating agent deems necessary or desirable to discharge duties; and
(5) The expenses incurred by the liquidating agent in the liquidation of the credit union include the compensation of the liquidating agent and any other necessary or proper expenses connected therewith, all of which shall be paid in order of priority out of the property of the credit union in the hands of the liquidating agent. The expenses of liquidation, including the compensation of the liquidating agent, are subject to approval by the commissioner unless the agent is appointed by the court.
[Acts 1923, ch. 68, § 23; Shan. Supp., § 2198a30; Code 1932, § 3857; Acts 1973, ch. 294, § 6; 1974, ch. 557, § 3; T.C.A. (orig. ed.), § 45-1828; Acts 1986, ch. 558, § 5.]