13-6-301. Procedure generally.

(a) Any association organized under the laws of this state, including a mutual savings and loan association, may reorganize the association and provide for the carrying on of its business under the laws of this state by a vote of two-thirds (2/3) of the shares of the members of the association who vote at the meeting. No meeting shall be called unless the plan has first been approved by the state banking commissioner, the federal deposit insurance corporation and the comptroller of the currency. Notice of the meeting shall contain a statement of the time, place and purpose of the meeting and an outline of the reorganization plan. Notice shall be given by mailing a copy to each shareholder at least thirty (30) days prior to the date of the meeting, addressed to the shareholder at his address shown by the books of the association. Shareholders may vote at the meeting in person or by proxy and all voting shall be by ballot. The plan of reorganization may provide for reincorporation under the existing corporate name or under a different name, may provide for the exchange of shares in the association for shares of the same or a different class in the reorganized association and may fix the time or times prior to which notice of withdrawal of shares issued in exchange for shares in the association being reorganized shall not be given, and, if the withdrawal of the shares is so postponed, this fact shall be printed or stamped on the face of the certificates evidencing shares so to be issued. All obligations to any prior association shall inure to the benefit of the reorganized association and be enforceable by it and in its name, and demands, claims and rights of action against any prior association may be enforced against the reorganized association as fully and completely as they might have been enforced before reorganization.

(b) Associations that are in the course of liquidation may reorganize. No reorganization is effective until approved by the state banking commissioner and the appropriate federal banking regulatory agency and until the members holding three-fourths (3/4) of the outstanding shares have approved the plan in writing.

(c) A copy of the articles of incorporation of the association as reorganized, certified by the secretary of the association, shall be filed with the state banking commissioner in the same manner provided for amendments to articles of incorporation. All pending withdrawal applications shall be cancelled.