Current through February 24, 2025
(a) A group of
members of an existing credit union may choose to undertake an equitable
division of assets, liabilities and capital and form a new credit union and
shall be referred to in this chapter as the "spinoff group." The department
will determine whether a sufficient number of those in the group have
authorized transfer of their share and loan accounts to justify the division
and that other requirements of this section are met.
(b) The following steps must be taken before
a division of assets, liabilities and capital may be approved by the
department:
(1) adoption of a plan of
division of assets, liabilities and capital, and organization of a new credit
union;
(2) notification to the
existing credit union and the department;
(3) other action required by the spinoff
group under (e) of this section;
(4) action required by the existing credit
union under (f) of this section;
(5) notice of membership meeting;
(6) mailing of notice and preparation for
meeting; and
(7) application for
certificate of incorporation.
(c) Adoption of Plan and Organizational
Meeting For New Credit Union. The spinoff group must hold a meeting or meetings
to address organizational matters and to adopt a spinoff plan. The spinoff plan
must include
(1) the basis for equitable
division of assets, liabilities and capital;
(2) the proposed name for the proposed new
credit union;
(3) the proposed
field of membership of the proposed credit union; and
(4) the individual elected as president by
the incorporators.
(d)
Notification to Existing Credit Union and the Department. The spinoff group
must present a plan to the board of directors of the existing credit union and
notify the department of its action on a proposed spinoff. The notice must
include
(1) identification of the group and
approximate number of accounts currently held, including dollar volume of
savings and loans;
(2) information
required by
3
AAC 03.220(c);
(3) a proposed notice to members of the
spinoff group as set out in
3
AAC 03.930 which informs members of the spinoff group
that they may authorize transfer of their accounts to the new credit
union.
(e) Action
Required by Spinoff Group. The spinoff group must send a check or money order
for $500 made payable to the State of Alaska as a partial prepayment of
investigation expenses incurred by the department in accordance with
AS
06.01.010.
(f) Action Required by the Existing Credit
Union. The board of directors of the existing credit union shall
(1) appoint a committee to work with the
president of the spinoff group in the preparation of a final plan for an
equitable division of assets, liabilities and capital;
(2) determine whether the existing credit
union wishes to allow members of the spinoff group to continue to join the
existing credit union if the plan is implemented;
(3) estimate the cost of identifying the
members of the group, as well as the cost of preparation and postage for a
mailing to them, and also estimate the cost of preparation and mailing of a
notice for a special meeting and the cost of the meeting, if necessary, for the
final approval of the plan by the entire membership;
(4) identify and send notices to all accounts
within the identified spinoff group upon approval of the mailing by the
department and receipt of payment for the estimated cost of preparation and
mailing; and
(5) notify the
department of actions taken no later than 45 days after receipt of the proposal
unless an extension of time is approved by the department.
(g) Notice of Membership Meeting.
(1) The board of directors of the credit
union shall prepare a notice of membership meeting which must include
(A) a summary of the spinoff
proposal;
(B) a statement
describing the division of assets, liabilities and capital; and
(C) a statement to inform the members that
they have the right to vote on the proposal at the meeting.
(2) A copy of the notice of the
meeting must be sent to the department for approval before it is
used.
(h) Mailing of
Notice and Preparation for Meeting.
(1) The
credit union must mail the notice and prepare for the meeting in conformance
with the bylaws upon receipt of the following:
(A) determination by the department that
there is sufficient interest in a division of assets, liabilities and
capital;
(B) the estimated cost of
preparation and mailing the notice for a meeting and the cost of a special
meeting, if necessary; and
(C) the
department's approval of the notice of that meeting.
(2) The board of directors of the credit
union shall promptly notify the department of the results of the membership
vote.
(i) Application
for Certificate of Incorporation. If the spinoff plan receives the affirmative
vote of a majority of the members of the credit union present at the meeting
called to approve it, the department will treat the anticipated spinoff assets,
liabilities and capital as payment toward any required minimum-share
subscription when considering the new credit union's application for
certificate of incorporation under
3
AAC 03.220(d).
Authority:AS
06.45.010
AS
06.45.020
