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meeting of the credit union's entire membership must be | called, no sooner than 10 days after notice has been mailed to | the superintendent.__A majority of the entire membership of | the credit union entitled to vote must vote to dissolve and | voluntarily liquidate the credit union.__Members may cast | their votes by proxy on forms prepared by the board of | directors and mailed with the meeting notice. |
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| B.__Whenever there is a recommendation of dissolution | pursuant to paragraph A, the board of directors shall | provide the superintendent with a plan of dissolution.__The | plan of dissolution must set forth the method and schedule | for terminating the business of the credit union and may | provide for a restriction on withdrawal of shares or | withdrawal of share certificates.__Before the 2nd membership | vote required in paragraph A may be taken, the board must | receive the superintendent's approval of the plan of | dissolution. |
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| C.__The superintendent may approve the dissolution of a | credit union recommended by a majority of the entire board | of directors but approved by less than a majority of all | members if the superintendent finds, upon the written and | verified application of the board, that: |
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| (1)__The board mailed written notice of the meeting to | consider dissolution to all members qualified to vote; |
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| (2)__The notice disclosed the purpose of the meeting | and that approval of dissolution might be sought | pursuant to this paragraph; |
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| (3)__A majority of the votes cast by the members were | in favor of dissolution; and |
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| (4)__The board has an acceptable plan of dissolution. |
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| D.__If the superintendent approves dissolution, either by | vote of the board or vote of the members, the credit union | shall immediately cease to do business, except for the | express purposes of liquidation including the discharging of | debts, collecting on loans, distributing__assets and every | other act necessary to wind up and liquidate the business.__ | It may sue and be sued for the purpose of enforcing such | debts and obligations until its affairs are fully adjusted. |
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| E.__The board of directors shall use the assets of the | credit union to pay claims in the following order: |
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