2011 Utah Code
Title 7 Financial Institutions Act
Chapter 7 Savings and Loan Associations Act
Section 9 Dissolution of association.

7-7-9. Dissolution of association.
(1) An association may, at any special meeting of the members or stockholders called to consider such action, terminate its existence in accordance with the provisions of this section upon a vote of not less than a two-thirds majority of the total number of votes of members or stockholders eligible to be cast.
(2) Upon the vote required under Subsection (1), a certificate of dissolution, which shall state the vote cast in favor of dissolution, shall be signed by two officers of the association and acknowledged before an officer competent to take acknowledgments of deeds. The certificate shall be filed with the commissioner. He shall examine the association and, if he finds that it is not in an impaired condition, shall note upon the certificate of dissolution that it is not in an impaired condition and that he approved the dissolution. The commissioner shall place a copy of the certificate in the permanent files of his office, file a copy with the Division of Corporations and Commercial Code, and return a copy to the parties filing the same.
(3) Upon this approval, the association shall be dissolved and shall cease to carry on business; nevertheless, shall continue as a corporate entity for the sole purpose of paying, satisfying, and discharging existing liabilities and obligations, collecting and distributing assets, and doing all other acts required to adjust, wind up, and dissolve its business and affairs.
(4) The directors in office at the time of the vote of dissolution shall act as trustees for liquidation as provided in this section. They shall proceed as quickly as practicable to wind up the affairs of the association. For that purpose they shall exercise all the powers of the dissolved association and, without prejudice to the generality of their authority, may fill vacancies, elect officers, carry out the contracts, make new contracts, borrow money, mortgage or pledge the property, sell its assets at public or private sale, or compromise claims in favor of or against the association. They may also apply assets to the discharge of liabilities, distribute any remaining assets either in cash or in kind among savings account members of a mutual association or stockholders of a capital stock association according to their respective pro rata interests after paying or adequately providing for the payment of other liabilities, and perform all acts necessary or expedient to the winding up of the association. All deeds or other instruments shall be in the name of the association and executed by the president or a vice president and the secretary or an assistant secretary. The board of directors shall also have power to exchange or otherwise dispose of or to put in trust all, or substantially all, or any part of the assets, upon such terms and conditions and for such consideration, which may be money, stock, bonds, shares, or accounts of any insured association, or of any federal association, or other instruments for the payment of money, or other property, or other considerations, as the board of directors considers reasonable or expedient. The directors may distribute the consideration or the proceeds thereof, or trust receipts, or certificates of beneficial interest among the savings account members or savings account holders in proportion to their pro rata interests therein. In the absence of fraud, any determination of value made by the board of directors for any such purposes shall be conclusive.
(5) The association, during the liquidation of the assets of the association by the board of directors, shall continue to be subject to the supervision of the commissioner and supervisor, and the board of directors shall report the progress of the liquidation to the commissioner or supervisor periodically as they may require. Upon completion of liquidation, the board of directors shall file with the commissioner a final report and accounting of the liquidation. The approval of the report by the commissioner shall operate as a complete and final discharge of the board of directors and each member or stockholder thereof in connection with the liquidation of

the association. No such dissolution or any action of the board of directors in connection therewith shall impair any contract right between the association and any borrower or other person or persons or the vested rights of any member or savings account holder of the association.