487.13808 Distribution of sale proceeds; issuance of new certificates; effect of uniform commercial code.

400 words·~2 min read·/mi/chapter-487/487-13808

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Sec. 3808.

(1)If, 30 days after notice as provided in section 3807, a shareholder has refused or neglected to pay an assessment levied on the shares held by the shareholder, the directors may sell any or all of the shareholder's shares to satisfy the assessment. The proceeds of the sale shall be distributed in the following order:

(a)The reasonable expenses of holding for sale and selling the stock in a manner not prohibited by law, including reasonable attorney fees and legal expenses incurred by the bank.

(b)The satisfaction of the assessment levied by the directors.

(c)The satisfaction of an indebtedness secured by any security interest in the stock if written notification demanding proceeds is received by the bank before distribution of the proceeds is completed. Unless the holder of a security interest provides reasonable proof of the interest, the bank does not have to comply with this subdivision.

(d)Any remaining surplus shall be distributed to the shareholder.

(2)Disposition of the stock may be at a public or private sale at any time and on any terms, but every aspect of the disposition including the method, manner, time, place, and terms shall be commercially reasonable and reasonably calculated to meet the deficiency.

(3)A sale of stock as provided in this section shall effect an absolute cancellation of any outstanding certificates evidencing the stock sold and any security interest granted or pledge made in stock issued after the effective date of this act. Upon full payment of the stock sold, the bank shall issue new certificates to the purchaser.

(4)The purchaser takes the stock free of any rights or interests the shareholder may have based on an unintentional failure by the bank to comply with this section or section 3807 if all of the following apply:

(a)The purchaser has no knowledge of any defect in the proceedings.

(b)The purchaser does not act in collusion with any shareholders of the bank, a secured party, other bidders, or the bank.

(c)The purchaser makes the purchase in good faith.

(5)The ability of a bank to make an assessment under section 3807 or to sell the stock of a shareholder under this section is not limited by the uniform commercial code.

History: 1999, Act 276 , Eff. Mar. 1, 2000