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.