11-44-116. Liquidation powers of commissioner. (1) In liquidating the affairs of an association, the commissioner may:
(a) Collect all money due to and all claims of the association and give full receipt for the money and claims;
(b) Release or reconvey all real or personal property pledged, hypothecated, or transferred in trust as security for loans;
(c) Approve and pay all just and equitable claims;
(d) Commence and prosecute all actions and proceedings necessary to enforce liquidations;
(e) Compound bad or doubtful debts and compound and settle with any debtor or creditor of the association or with the persons having possession of its property or being in any way responsible at law or in equity to the association, upon such terms and conditions and in such manner as the commissioner deems just and beneficial to the association;
(f) In case of mutual dealings between the association and any person, allow just setoffs in favor of such a person in all cases in which just setoffs should be allowed according to law and equity;
(g) In case of borrowers holding shares of the association pledged to the association as security for a loan, allow the amount paid in on the shares, together with all dividends legally declared on the shares, to be set off against the amount due on the loan; and
(h) Sell, convey, and transfer real and personal property.
(2) If a purchaser for any bad or doubtful debts cannot be obtained and it appears improbable that recovery thereon can be had and that the costs of actions to enforce collections of the same would probably be lost, the court may direct that suits thereon need not be brought.
(3) For the purpose of executing and performing any of the powers and duties conferred upon the commissioner, the commissioner, in the name of an association or in the commissioner's own name, may:
(a) Prosecute and defend any suit or other legal proceeding; and
(b) Execute, acknowledge, and deliver any deeds, assignments, releases, and other instruments necessary and proper to effectuate any sale of real or personal property or other transaction in connection with the liquidation of the association. Any deed, assignment, release, or other instrument executed pursuant to this subsection (3)(b) is valid and effectual for all purposes as if it were executed by the officers of the association by authority of its board of directors.
(4) In case any of the real property so sold is located in a county other than the county in which the application to the court for leave to sell the same is made, the commissioner shall cause a certified copy of the order authorizing or ratifying such sale to be filed in the office of the recorder of the county in which such real property is located.
(5) Upon determining to liquidate an association, the commissioner shall require an inventory of all the assets of the association to be made in duplicate, the original to be filed with the court and the duplicate in the office of the commissioner. The commissioner shall cause due notice to be given, by publication once a week for four successive weeks in a newspaper of general circulation published at or near the principal place of business of the association in this state, to all persons having claims against the association as creditors, investors, or otherwise, to present and file the claims and make legal proof of them at a place and within a time to be designated in the publication, which time must be not less than two months after the first publication. Within ten days after the first publication, the commissioner shall cause a copy of the notice to be mailed to all persons whose names appear of record upon the association's books as creditors or investors
esent and file the claims and make legal proof of them at a place and within a time to be designated in the publication, which time must be not less than two months after the first publication. Within ten days after the first publication, the commissioner shall cause a copy of the notice to be mailed to all persons whose names appear of record upon the association's books as creditors or investors. Upon the expiration of the time fixed for the presentation of claims, the commissioner shall prepare or cause to be prepared in duplicate a full and complete schedule of all claims presented, specifying by classes those that have been approved and those that have been disapproved, and shall file the original with the court and the duplicate in the office of the commissioner. Not later than five days after filing the schedule with the court, the commissioner shall mail written notice to all claimants whose claims have been rejected.
(6) Action to enforce the payment of any rejected claim must be brought and process served within four months after the date of filing of the schedule of claims with the proper court; otherwise, all such actions are barred. All claims of creditors, investors, or other persons against the association or against any property owned or held by the association must be presented to the commissioner in writing and verified by the claimant or someone acting on the claimant's behalf within the time period fixed in the notice described in subsection (5) of this section for the presentation of claims. Any claims not presented are barred; except that any investor who makes a claim that appears upon the books of the association as a valid claim and is presented after the expiration of the time fixed in the notice may share in any dividends declared subsequent to the presentation of the claim.
(7) (a) The commissioner may:
(I) Appoint one or more special deputies to assist in the duties of liquidation and distribution under the commissioner's direction;
(II) Employ legal counsel, accountants, and assistants as necessary; and
(III) Fix the salaries and compensation to be allowed and paid to special deputies, legal counsel, accountants, and assistants.
(b) All salaries, compensation, and other reasonable and necessary expenses incurred in the liquidation of an association shall be paid by the commissioner from the funds of the association.
(8) From the net realization of an association's assets in excess of salaries, compensation, and expenses, the commissioner shall first pay all approved claims other than to investors, and thereafter the commissioner shall distribute and pay dividends in liquidation to the shareholders and investors in the association, other than holders of permanent stock, until the shareholders' and investors' claims are fully paid or the assets or funds are exhausted. Distributions shall be made as funds are available, to the extent of ten percent or more of the approved claims of the class of claimants then entitled to distribution, and shall continue until all the assets have been realized upon and a final dividend in liquidation is declared and paid.
(9) Upon the payment of a final dividend in liquidation, the commissioner shall prepare and file with the court a full and final statement of the liquidation, including a summary of the receipts and disbursements, and a duplicate thereof shall be filed in the office of the commissioner, and, after due hearing and approval by the court, the liquidation shall be deemed to be closed.
lared and paid.
(9) Upon the payment of a final dividend in liquidation, the commissioner shall prepare and file with the court a full and final statement of the liquidation, including a summary of the receipts and disbursements, and a duplicate thereof shall be filed in the office of the commissioner, and, after due hearing and approval by the court, the liquidation shall be deemed to be closed.
(10) The determination by the commissioner to liquidate any association, evidenced by filing written notice of such determination with the court, shall operate to stay or dissolve any actions or attachments instituted or levied within thirty days next preceding the taking of possession of such association by the commissioner, and, pending the process of liquidation, no attachment or execution shall be levied nor lien created upon any of the property of such association.
(11) Whenever, in case of an association that has issued permanent stock, the commissioner has fully liquidated all claims other than claims of the stockholders and has made due provision for any and all known or unclaimed liabilities, excepting claims of permanent stockholders, and has paid all expenses of liquidation, the commissioner shall call a meeting of the stockholders of the association by giving notice of the meeting for thirty days in one or more newspapers published in the county in which the principal office of the association is located. At the meeting, the commissioner shall deliver to the stockholders all the property and effects of the association remaining in the commissioner's possession, except its records, which the commissioner shall retain. After such transfer and delivery, the commissioner is discharged from any further liability to the association or its creditors, and the association is in the same position that it would be in if it had never been authorized to transact a savings and loan business.
