it deems appropriate, require that the plan of merger be submitted to the voting members of either or both associations at a duly called meeting or meetings and that the plan, to become effective, be approved by them.

(e) A conservator or receiver appointed by the Board under Part 547 of this chapter may merge the Federal association in his possession with another association as provided in §§ 546.2 and 546.3 without submitting the plan of merger to the board of directors or to the members of the association for their approval.

(f) In the event that any plan of merger provides for a change of name or change of location of the home office of the resulting association, if the resulting association is a Federal association, the charter of such resulting association shall be amended accordingly. The effective date of a merger in which the resulting association is a Federal association shall be the date on which the merger is approved by the Board unless otherwise stated in such approval; where the resulting association is not a Federal association, the effective date shall be that prescribed by the law of the State under which the resulting association was created. Approval of the merger automatically cancels the Federal charter of each of the merging Federal associations as of the effective date of the merger at which time the charters of all merging Federal associations shall be surrendered to the Board for cancellation.

[31 F.R. 15236, Dec. 6, 1966, as amended at 36 F.R. 13681, July 23, 1971]

§ 546.3 Transfer of assets upon merger. Upon the effective date of the merger, as provided in § 546.2, if the resulting association is a Federal association all of the assets and property of every kind and character, real, personal, and mixed, tangible and intangible, choses in action, rights, and credits then owned by the merging associations, or which would inure to any of them, shall immediately by operation of law and without any conveyance or transfer and without any further act or deed, be vested in and become the property of the resulting association, which shall have, hold, and enjoy the same in its own right as fully

and to the same extent as the same were possessed, held, and enjoyed by the merging associations prior to such merger; and the resulting association shall be deemed to be and shall be a continuation of the entity and identity of the association which absorbed the merging associations; and all of the rights and obligations of the merging associations shall remain unimpaired, and the resulting association, on the effective date of such merger, shall succeed to all of such rights and obligations and the duties and liabilities connected therewith.

[31 F.R. 15236, Dec. 6, 1966]

§ 546.4

Voluntary dissolution.

The board of directors of any Federal association may propose a plan for the dissolution of such association. Such plan may provide for (a) the Federal Savings and Loan Insurance Corporation to be appointed, in accordance with the provisions of section 406 of the National Housing Act, as amended, and section 5, Home Owners' Loan Act of 1933, as amended, and pertinent regulations of such corporation, as receiver for the purpose of liquidation; (b) all assets of the association to be transferred to another thrift and home-financing institution under Federal or State charter for a sufficient amount of cash to pay all obligations of the association and to retire all outstanding share accounts up to the amount credited thereto; (c) the transfer of all assets to another thrift and home-financing institution under Federal or State charter in consideration of the payment of all outstanding obligations of the association and the issuance of share accounts or other evidence of interest to the members of the Federal association on a pro rata basis; or (d) dissolution in such other manner as may be proposed by the directors and which to them appears to be to the best interest of all concerned. Such plan shall thereupon be submitted to the Board for approval, together with a statement of the reasons for proposing dissolution and the reasons for the plan submitted. If it appears to the Board that dissolution is advisable and that the plan of dissolution submitted is in the interest of all concerned, the Board will approve the plan; if the plan submitted appears to be inadvisable, the Board will either

make recommendations to the association concerning the plan or disapprove it. When a play of dissolution has been approved the the board of directors of a Federal association and by the Board, such plan shall be submitted to the members of such association at a duly called meeting and, when approved by a majority of the votes cast at such meeting, shall become effective. When dissolution has been consummated in accordance with the plan approved by the Board, a certificate evidencing that fact, supported by such evidence as the Board may require, shall forthwith be filed with the Board. Upon receipt of evidence satisfactory to the Board that such dissolution has been so consummated, the Board will terminate the corporate existence of the dissolved Federal association and its charter shall thereby be cancelled.

[23 F.R. 9905, Dec. 23, 1958]

(b) Substantial dissipation of assets or earnings due to any violation or violations of law, rules, or regulations, or to any unsafe or unsound practice or practices;

(c) The association is in an unsafe or unsound condition to transact business;

(d) Willful violation of a "cease-anddesist order which has become final," as that term is defined in subsection (d) of section 5 of the Home Owners' Loan Act of 1933, as amended;

(e) The concealment of books, papers, records, or assets of the association or refusal to submit books, papers, records, or affairs of the association for inspection to any examiner or to any lawful agent of the Board.

Any Federal association which, except as authorized in writing by the Board, fails, within the meaning of the fourth sentence of paragraph (1) of subsection (b) of section 5 of the Home Owners' Loan Act of 1933, to make full payment of any withdrawal when due shall be deemed to be in an unsafe or unsound condition to transact business within the meaning of subdivision (c) of the first sentence of this section. Rules and procedures prescribed by a Federal association's charter or by § 545.4 of this subchapter with respect to the payment of withdrawals in the event an association does not pay all withdrawals in full shall not, for purposes of said paragraph (1) or of said subdivision (c), be deemed to be such an authorization in writing.

[32 F.R. 6769, May 3, 1967, as amended at 34 F.R. 549, Jan. 15, 1969]

§ 547.2 Appointment of conservator or

receiver.

If, in the opinion of the Board, a ground exists for the appointment of a conservator or receiver for a Federal association as set forth in § 547.1, the Board may appoint ex parte and without notice a conservator or receiver for the association.

§ 547.3 Appointment on other grounds.

The Board may, without any requirement of notice, hearing, or other action, appoint a conservator or receiver for a Federal association in the event that (a) the association, by resolution of its board of directors or of its members, consents

to such appointment, or (b) the association is removed from membership in any Federal Home Loan Bank or its status as an institution the accounts of which are insured by the Federal Savings and Loan Insurance Corporation is terminated.

§ 547.4 Notice of appointment.

In the event that the Board appoints a conservator or receiver for a Federal association, the Secretary to the Board shall mail a certified copy of such action of the Board to the address of the association as it shall appear on the records of the Board. Notice of appointment of a conservator or receiver shall be filed forthwith for publication in the FEDERAL REGISTER.

$547.5 Action for removal of conservator or receiver.

Whenever a conservator or receiver for a Federal association is appointed pursuant to § 547.2, the association may, within 30 days thereafter, bring an action in the U.S. district court for the Judicial district in which the home office of such association is located, or in the U.S. District Court for the District of Columbia, for an order requiring the Board to remove such conservator or receiver.

$547.6 Federal Savings and Loan Insurance Corporation as receiver.

The Board shall appoint only the Federal Savings and Loan Insurance Corporation as receiver for a Federal association and such appointment shall be for the purpose of liquidation.

$547.7 Possession by conservator or receiver.

A conservator or receiver shall take possession of the Federal association for which he or it has been so appointed in accordance with the terms of such appointment and, at the time he shall demand possession, notify the officer or employee of the association, if any, who shall be in the home office of the association and appears to be in charge of such cffice, of the action of the Board. Immediately upon taking possession of such Federal association, such conservator or receiver shall forthwith take possession of the books, records and assets of every description of such association and (a)

a conservator shall have all the powers of its members, its officers and directors, or any of them, and (b) a receiver, by operation of law and without any conveyance or other instrument, act or deed shall succeed to all the rights, titles, powers and privileges of the Federal association and shall succeed to the rights, powers and privileges of its members, its officers and directors, or any of them. Such members, officers, or directors, or any of them, shall not thereafter except as hereinafter expressly provided, have or exercise any such rights, powers or privileges, or act in connection with any assets or property of any nature of the association: Provided, however, That any officer, director or member of such association shall have the right from time to time to communicate with the Board with respect to such conservatorship or receivership. Such conservator or receiver shall furnish bond in form and amount and with surety acceptable to the Director. The Board may, at any time, direct the conservator or receiver to return the Federal association to its previous or a newly constituted management; may provide for a meeting or meetings of the members for any purpose, including, without any limitation on the generality of the foregoing, the election of directors or an increase in the number of directors, or both, or the election of an entire new board of directors; and may provide for a meeting or meetings of the directors for any purpose, including, without any limitation on the generality of the foregoing, the filling of vacancies on the board of directors, the removal of officers, and the election of new officers, or for any of such purposes. Any such meeting of members or of directors may, as provided by the Board, be supervised or conducted by a representative of the Board. The Board may, without any requirement of notice, hearing, or other action, replace a conservator with another conservator or with a receiver.

§ 547.8 Surrender of possession by con

servator or receiver.

(a) To the association. In the event the Board shall restore a Federal association which is in the hands of a conservator or receiver to its management, such action, except as the Board may

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otherwise provide, shall restore the rights, powers and privileges of its members, officers, and directors, all as of the time of such restoration of the association to its management unless another time or times for the restoration of such powers, rights, and privileges shall be specified by the Board. The return of a Federal association to its management from the possession of a receiver shall, by operation of law and without any conveyance or other instrument act, or deed, vest in such Federal association the title to all property held by the receiver in its capacity as receiver for such association.

(b) To a receiver. In the event a conservator is in possession of a Federal association at the time of appointment of a receiver for such association, such conservator shall, as may be required by the Board, surrender possession of such association to such receiver.

PART 548-POWERS OF CONSERVATOR AND CONDUCT OF CONSERVATORSHIPS

Sec.

548.1 Procedure upon taking possession. 548.2 Powers and duties of conservator. 548.3 Creditors.

548.4 Share interests. 548.5 Inventory; examinations and audits and costs thereof; accounting practices.

548.6 Final discharge and release of conservator.

548.7 Inspection of reports. 548.8

Delegation by conservator.

AUTHORITY: The provisions of this Part 548 issued under sec. 5, 48 Stat. 132, as amended; 12 U.S.C. 1464, Reorg, Plan No. 3 of 1947; 8 CFR, 1943-1948 Comp.

SOURCE: The provisions of this Part 548 appear at 23 F.R. 9907, Dec. 23, 1958, unless otherwise noted.

§ 548.1 Procedure upon taking posses

sion.

Upon taking possession of a Federal association, the conservator shall forthwith:

(a) Notify, by written notice served personally or by registered mail or telegraph, all banks, trust companies and all other individuals, partnerships, corporations, and associations known to such conservator to be holding or in possession of any assets of such association.

(b) File with the Secretary to the Board a statement (1) that he has taken possession of such Federal association

The conservator, subject to the direction and supervision of the Director, shall, after taking possession of the association, take such action as may be necessary to conserve the assets of the association pending further disposition of its affairs. The conservator shall forthwith in his name, in the name of the association, in the name of both, or otherwise, collect all obligations and money due the association, and in his name, in the name of the association, in the name of both, or otherwise:

(a) May do all things desirable or expedient in his discretion to carry on the business of the association to an extent consistent with his appointment and to preserve and conserve the assets and property of every nature of such association, but shall not declare, credit, pay or distribute dividends on its savings accounts except with the approval of the Board or of the Director;

(b) May exercise all the rights and powers of such association, including, without any limitation on the generality of the foregoing, any rights and powers under any mortgage, deed of trust, chose in action, option, collateral note, contract, judgment or decree, share or certificate of share of stock, or instrument of any nature;

(c) May, with the approval of the Board or of the Director, pay off and discharge any taxes, assessments, liens, claims, or charges of any nature against the association or the conservator or any assets or property of any nature of such association;

(d) May pay out and expend such sums as he shall deem necessary or advisable:

(1) For or in connection with the preservation, maintenance, conservation or protection of any asset or property of such association, or

(2) With the approval of the Board or the Director, for or in connection with the remodeling, repair, rehabilitation or improvement not necessary for such preservation, maintenance, conservation or protection of any asset or property of such association;

(e) May, with the approval of the Board or the Director:

(1) Pay out and expend such sums as he shall deem necessary or advisable for or in connection with the preservation, maintenance, conservation or protection of, or

(2) Pay off any discharge any taxes, assessments, liens, claims or charges of any nature against, any asset or property of any nature on which the association or conservator has a lien by way of mortgage, deed of trust, pledge or otherwise, or in which the association or conservator has an interest of value of any nature;

(f) May, under the direction and supervision of the General Counsel of the Board, institute, prosecute, maintain, defend, intervene, and otherwise participate in any and all actions, suits or other legal proceedings by and against the conservator or association or in which the conservator, the association, or its creditors or members, or any of them, shall have an interest, and in every way to represent such association, its members and creditors;

(g) (1) May, with the approval of the Director, employ such assistants and employees as he may deem necessary for the proper administration of the conservatorship, and shall by bond cover all such assistants and employees in form satisfactory to such conservator and to the said Director, the cost of the same and the cost of the conservator's bond to be paid out of the assets of the association in the possession of the conservator; and

(2) Shall employ any attorney or attorneys designated by the General Counsel of the Board, in connection with litigation or otherwise to give legal advice and assistance, for the conservatorship generally or in particular instances, and pay retainers and compensation of such attorney or attorneys, together with all

expenses, including, but not limited to, the costs and expenses of any litigation, as approved by said General Counsel, out of the assets of the association;

(h) May execute, acknowledge, and deliver any and all deeds, contracts, leases, assignments, bills of sale, releases, extensions, satisfactions, and other instruments necessary or proper for any purposes, including, without limitation on the generality of the foregoing, the effectuation or termination of any sale, lease or transfer of real, personal or mixed property. Any deed or other instrument executed pursuant to the authority hereby given shall be as valid and effectual for all purposes as if the same had been executed, as the act and deed of the association or otherwise, by the officers of such association by authority of its board of directors;

(1) The conservator shall close such bank accounts and open such additional bank accounts for the association as he shall deem advisable subject to the approval of the Director, but no account shall be retained or opened in a bank which is not insured by the Federal Deposit Insurance Corporation or in any Federal Home Loan Bank except with the approval of the Board;

(j) (1) May, with the approval of the Board or the Director, sell for cash any mortgage, deed of trust, chose in action, bond, note, contract, judgment or decree, or share or certificate of share of stock or debt, owing to such association, at not less than the actual amount owing the association thereon or the face or par value thereof, and

(2) May, with the approval of the Board, or on terms and conditions approved by the Board, sell for cash or on terms, or exchange or otherwise dispose of, at less than the amount owing the association thereon or the face or par value thereof, in whole or in part, any mortgage, deed of trust, chose in action, bond, note, contract, judgment or decree, share or certificate of share of stock or debt, owing to such association;

(k) (1) May lease on a month to month basis, or for a term of not to exceed one year, and

(2) May, with the approval of the Board, or on terms and conditions approved by the Board, sell for cash or on terms, lease for a period of more than one year, exchange or otherwise dispose of, in whole or in part, any or all of the assets and property of the association,