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Can you summarize IC 28-1-8?
DEPARTMENT OF FINANCIAL INSTITUTIONS > Sale of Banks, Trust Companies, and Building and Loan Associations
Short Summary
The provided legal document content pertains to the sale, lease, exchange, or other disposition of property and assets of various financial institutions, including banks, trust companies, corporate fiduciaries, savings banks, savings associations, industrial loan and investment companies, and credit unions. The document defines the term ‘corporation’ to include these entities. It also clarifies that the term ‘shareholder’ refers to a member of a mutual savings bank, mutual savings association, or credit union. The document outlines the process for proposing and approving a sale, lease, exchange, or other disposition of property and assets by a corporation. It states that the board of directors must adopt a resolution setting forth the terms and conditions of the proposed disposition and direct that it be submitted to a vote of the shareholders. The meeting for shareholder approval must be called in accordance with the relevant provisions of the Indiana Code. If the resolution proposing a disposition is approved by the Department of Financial Institutions, it may then be submitted to the shareholders for authorization. The resolution requires the affirmative votes of two-thirds of the outstanding shares for authorization, unless the corporation is in danger of insolvency, in which case the department may permit authorization without shareholder approval. The document also mentions that the rights of dissenting shareholders, as outlined in IC 28-1-7-21, apply to mergers, consolidations, and dispositions of property and assets of corporations, except for proposed dispositions involving mutual savings banks or associations. The effective date of a disposition is determined by the shareholders. However, for proposed dispositions involving mutual savings banks or associations, the rights and remedies for dissenting shareholders do not apply. The document further specifies that the purchase of assets by corporations requires the approval of the Department of Financial Institutions, unless the resulting corporation is organized or reorganized under the laws of a state other than Indiana or the United States. The department considers factors such as the safe and sound operation of the institutions involved, the financial condition of the institutions, the qualifications of the management, and the public convenience and advantage when deciding whether to approve or disapprove the application and board resolution. The document does not mention any specific exemptions or penalties related to these provisions.
Whom does it apply to?
Corporations, shareholders of mutual savings banks, mutual savings associations, and credit unions
What does it govern?
Sale, lease, exchange, or other disposition of property and assets of banks, trust companies, corporate fiduciaries, savings banks, savings associations, industrial loan and investment companies, and credit unions
What are exemptions?
No specific exemptions are mentioned in this section.
What are the Penalties?
No specific penalties are mentioned in this section.
Jurisdiction
Indiana