Section 5-16-28

Sales, transfers or exchanges of assets.

(a) In the regular and usual course of business, an association from time to time may sell any of its property in accordance with the provisions of this chapter. No director, officer or employee of an association shall directly or indirectly or under any circumstances buy assets from or sell assets to the association unless expressly approved by the board of directors. Each director, officer or employee of an association shall have the responsibilities with respect to the property of his association for the benefit of the members which the law imposes upon trustees with respect to the trust res.

(b) Any association may also as one transaction not in the regular and usual course of its business, transfer, sell or exchange all or substantially all of its property, including its name and good will, to any other association or to a federal savings and loan association and may accept, in return therefor, cash, shares, share accounts and accounts of the purchasing association upon such terms as may be agreed upon by the affirmative vote of at least a majority of the directors of such association and by the affirmative vote of a majority of the votes cast by members present at any annual meeting or special meeting called for such purpose, provided, such majority of votes represented at such meeting constitute a majority of the votes to which all members are entitled, but no such bulk transfer, sale or exchange of property shall be effective unless approved by the commissioner. If the purchaser is an association subject to this chapter, the approval of the commissioner of any such acquisition shall first be obtained. The consideration received upon any such disposition of bulk property shall be distributed to the account holders pro rata to the participation value of their accounts after the discharge of all liabilities. In the event of the disposition of all of the property of an association pursuant to this section, the vote of members shall be a vote for dissolution and a certificate of dissolution shall be executed and dissolution shall be effected in accordance with Section 5-16-32. Any member's vote under this section may be taken in connection with a vote on dissolution under Section 5-16-32.

(Acts 1939, No. 459, p. 616; Code 1940, T. 5, §234.)