Section § 15250

Explanation

This law explains how a credit union in California can dissolve. First, the board of directors must recommend dissolution with a majority vote. Then, at a meeting called specifically for this purpose, the credit union members can approve the dissolution by majority vote or written consent.

Even if not all members approve, the commissioner might still approve the dissolution if members were properly notified and a majority of those voting support it. Importantly, if the board votes for dissolution, the credit union must stop making loans and processing share or fund withdrawals until members decide.

(a)CA Financial Code § 15250(a) Whenever the board of directors of a credit union recommends by a vote of a majority of all its members the dissolution of the credit union, the members of the credit union, at any meeting specially called to consider the subject, may elect to dissolve the credit union, by the vote or written consent of a majority of all members of the credit union.
(b)CA Financial Code § 15250(b) The commissioner may approve the dissolution of a credit union which is recommended by the vote of a majority of the board members of the credit union, even if the dissolution is approved by less than a majority of all members of the credit union, if the commissioner finds, upon the written and verified application filed by the board of directors, that (1) notice of the meeting called to consider the dissolution or the written ballot for written vote on the dissolution was mailed to each member entitled to vote upon the question, (2) the notice or the written ballot disclosed the purpose of the meeting or the written vote and informed the membership that approval of the dissolution might be sought pursuant to this section, and (3) a majority of the votes cast upon the question were in favor of the dissolution.
(c)CA Financial Code § 15250(c) Whenever the members of the board of directors vote to recommend the dissolution of any credit union, the credit union shall not make any loans, withdrawal of shares, or withdrawal of certificates for funds until the members approve or disapprove the recommendation of the board of directors.

Section § 15251

Explanation

If a credit union decides to dissolve, its board of directors must either choose a three-person committee or appoint a liquidating agent to handle its assets. If the commissioner is chosen as the liquidating agent, they can either manage the process themselves or assign another party, like the National Credit Union Administration, to do so. When the commissioner is the liquidating agent, the credit union must give up its certificate to operate as a credit union.

If the dissolution of the credit union is approved pursuant to subdivision (a) or (b) of Section 15250, the board of directors of the credit union shall elect a committee of three members or may by resolution appoint a liquidating agent to liquidate the assets of the credit union. If the commissioner is appointed liquidating agent, the commissioner may act as liquidating agent or appoint the National Credit Union Administration or other person to act as liquidating agent. Whenever the commissioner is appointed liquidating agent, the credit union shall surrender its certificate to act as a credit union.

Section § 15252

Explanation

This section explains that when a credit union decides to close and dissolve, certain officials or the liquidating person must sign a certificate confirming this decision. They need to state how they reached the decision, and then file this certificate with the Secretary of State. Copies of this filed certificate, certified by the Secretary of State, must also be sent to the financial commissioner.

Promptly thereafter the president or vice president and secretary or assistant secretary, or a majority of the committee or the liquidating agent in charge of liquidation, shall sign and verify a certificate stating that the credit union has elected to wind up and dissolve and showing by what vote or consent such election was made. The certificate shall be filed in the office of the Secretary of State, and copies of the certificate certified by the Secretary of State shall be filed with the commissioner.

Section § 15253

Explanation
Once a credit union votes to dissolve, it cannot conduct regular business anymore and must only focus on wrapping up or liquidating its affairs.
After a vote to dissolve a credit union no business may be carried on by the credit union except in the proper course of liquidation.

Section § 15254

Explanation

This law states that either the committee responsible for overseeing liquidation or the liquidating agent has the authority to take legal action on behalf of a credit union. They can also sell or otherwise handle the credit union's assets, either all at once or in parts, through public or private sales.

The committee or the liquidating agent in charge of liquidation may sue in the name and on behalf of the credit union, and may sell or otherwise dispose of the assets of the credit union, in whole or in part, at public or private sale.

Section § 15255

Explanation

Once a credit union has paid off all its known debts, the committee or agent handling the liquidation will divide the leftover assets among the members or shareholders. These assets are distributed based on how much each person has invested in their shares.

After determining that all known debts and liabilities of the credit union have been paid or adequately provided for, the committee or the liquidating agent in charge of liquidation shall distribute all the remaining assets of the credit union among the members or shareholders. Each share is entitled to its proportionate amount of the assets according to the amount paid on that share.

Section § 15257

Explanation

This law states that after a credit union finishes closing down, pays off all known debts and distributes its assets, a majority of its liquidation committee or agent must sign a certificate. This certificate confirms that all debts are settled, taxes paid, assets distributed, and that the credit union is officially dissolved.

When a credit union has completely wound up, all of its known debts and liabilities actually paid or adequately provided for or paid as far as its assets permit, and its known assets distributed, a majority of the committee or the liquidating agent in charge of liquidation shall sign and acknowledge a certificate stating that the credit union has been completely wound up, its known assets distributed, any tax or penalty due under the Bank and Corporation Franchise Tax Law paid, and its other known debts and liabilities actually paid or adequately provided for or paid as far as its assets permit and that the credit union is dissolved.

Section § 15258

Explanation

This section requires that the certificate of dissolution must be filed with the Secretary of State. Certified copies of the certificate are then filed with the commissioner.

The certificate of dissolution shall be filed in the office of the Secretary of State and copies, certified by him, shall be filed in the office of the commissioner.

Section § 15259

Explanation

During the process of closing down a credit union, the person or group handling the liquidation can be replaced by the commissioner at their discretion. Afterward, the commissioner can take over the liquidation process or choose someone else to finish closing the credit union.

At any time during the liquidation process, the committee or the liquidating agent in charge of liquidation may be relieved of their duties at the discretion of the commissioner and the commissioner shall thereafter act as the liquidating agent or appoint a liquidating agent to complete the dissolution of the credit union.

Section § 15260

Explanation

If a credit union doesn't have enough assets to fully repay its shareholders when it decides to dissolve, it won't be responsible for paying the administrative costs outlined in another section of the law.

Where the commissioner finds that on the date of filing with the Secretary of State of the certificate of election to wind up and dissolve, the credit union does not have sufficient assets to return to its shareholders their investment in full, the credit union shall not be liable for the costs of administration assessed under Article 4 (commencing with Section 14350) of Chapter 3.