The Key West citizen. [volume] (Key West, Fla.) 1879-current, 1939-09-07


associations: providing for action by
directors and stockholders; approval
of the state comptroller; legal no.
tice of such action; appointment of
.liQuidator under certain circum-
stances; powers of trustees; actions
by and against association; service
of process on association; method
for associations heretofore dissolved
under chapter 1854, laws of Florida,
acts of 1885 to continue dissolution
program under this act.
Be 1t Enacted by the Legislature of
the State of Florida:
Sec. /. Whenever the holders of
the majority of the outstanding stock
of any building and loan association
organized under the laws of this
state and doing business in this
state. shall determine at a meeting
duly called for such purpose to dis
continue business and settle the af
fairs of the association, it shall be
lawful for the board of directors to
file with the state comptroller a GER
tificate in writing. setting forth such
determination. and containing a COM
plete statement of assets and liza
bilitieS of the association. The COM
ptroller shall be furnished with a
certified copy of the resolution of the
stockholders conSenting to such vol
y
after determining the status of the
association and the equity of the
proposed plan of voluntary liquida-
ton as it relates to the outstanding
obligations to creditors and stock
holders, may give his consent and
approval in writing to such volun-
tary dissolution, and upon the ap-
prevail of the State Comptroller the
association shall be deemed to have
70
rate franchise. privileges and powers
and shall be deemed and taken to
be dissolved, except for the purpose
of distributing its assets and other
wise settling its affairs, but never
theless. after the surrender of its
corporate franchise, privileges and
powers, such association shall be
continued a body corporate for the
entire period of time necessary to
distribute it's assets and otherwise
settle it's affairs and for the purpose
of prosecuting and defending suits
by or against it and for the purpose
of holding title to all assets of said
association but for no other purposes
whatsoever.
Sec. 2. The action of the stock
holders as provided for in the pre-
ceding paragraph may be taken az
any regular or special meeting. If
such action be taken at a regular
meeting the meeting shall be called
and held in accordance with the by
laws of the association. and if the
action be taken at a special meeting
of the stockholders, the meeting
shall not be held until two weeks
written notice of such meeting has
been mailed by the association to the
last known address of each sock
holder except that special me stings
may be held and the business of
such special meetings will be law
full in every respect if eighty per
cent or more of the shares outstand-
ing are represented in person, or by
proxy. at the meeting and sign a
written waiver of notice for the call
ing and holding of such special meet
ing. and such written waiver shall
be entered in the minutes of the
meeting.
Sec 3. When any association goes
into voluntary dissolution, the board
of directors shall appoint a commit
tee of three of it's members 20 act
as trustees for the purpose of clos
ing out the affairs of the association,
and the trustees shall elect a chair
man and a secretary to hold ofhce
until their successors are named and
the secretary shall certify the results
of such election to the comptroller,
comptroller with a written statement
of the Resources and Liabilities of
the association properly attested by
a majority of the trustees, on the
second Monday in each month, or
oftener upon call by the state comp
troller. until such time as the affairs
of the association have been COM
pletely settled and should the state
comptroller not be satisfied with
in voluntary liquidation. he shall
have full authority to proceed to the
appointment of a liquidator as pro-
vided for by the building and loan
statutes of the state. In the event
any trustee shall die or otherwise
become incapable of discharging the
duties of a trustee under this act
the two remaining trustees shall,
by written resolution, appoint a
suitable person as successor trustee.
A certified copy of such resolution
shall be transmitted to the comptrol-
Ter for his written approval, which
shall be necessary to duly qualify
such person as such successor trus-
tee. The association on receiving
notice from the state comptroller
that it may go into voluntary disso-
each week for eight consecutive
weeks in a newspaper published
in the town or county in which the
association is located. and such no
tice shall set forth the fact that the
association plans to voluntarily
close out its affairs, and call on
all creditors and stockholders to
present their claims. All claims of
every nature whatsoever, including
claims of stockholders. must be
properly sworn to and filed with the
trustees within one year from the
date of the first publication of such
notice. Any creditor or stockhold-
er may file his claim after the ex-
piration of such period upon making
satisfactory showing to the trustees
that he received no actual notice
of the liquidation of the association
within said II month period. pro-
vided. however. that any claim filed
after the expiration of such period
shall be entitled to share only in
such assets as remain at the time
the claim is filed and shall have no
right. title, interest or claim to. in
or upon assets previously distrib-
uted.
Sec. 4. The association may divest
itself of title to any of it's assets by
the signatures of all three trustees.
If all three trustees shall resolve
that any asset of the association
should be sold, released or com
promised for a lesser sum of money
than Is due upon same "a copy of
such resolution shall be certified to
the comptroller together with the
reasons for such decision and if the
comptroller, in writing. shall ap-
prove such decision the trustees
may thereupon sell. release or COM
promise such asset in accordance
with such resolution and they shall
not be personally liable for such ac-
ton unless they have fradulently
certified untrue information to the
comptroller
Sec. 5. In all actions against an
association operating under this law,
1t shall be sufficient to issue a sum-
mons to the proper officer command