§ 2183. Dissolution; voluntary or involuntary liquidation; mergers; receiverships or conservators

Legislative history

Reconstructed from this section’s Code source credit and amendment notes, resolved against the local Statutes at Large. Editorial notes are evidence, not the law that made the change.

1. 1971

   Farm Credit Act of 1971

   Pub. L. 92–181 title IV § 4 · 85 Stat. 583

   Enacted · 12 U.S.C. § 2183

   Pub. L. 92–181, title IV, § 4.12, Dec. 10, 1971, 85 Stat. 612

   Source evidence

   Code source credit
   Pub. L. 92–181, title IV, § 4.12, Dec. 10, 1971, 85 Stat. 612

   Enacted provision · exact public law section
   (4) Sue and be sued.

2. 1985

   Farm Credit Amendments Act of 1985

   Pub. L. 99–205 § 205(f)(5) · 99 Stat. 1678

   Substituted · 12 U.S.C. § 2183(a)

   Pub. L. 99–205, § 205(f)(5), substituted “Farm Credit Administration” for “Federal Farm Credit Board” in last sentence

   Source evidence

   Code amendment note
   Subsec. (a). Pub. L. 99–205, § 205(f)(5), substituted “Farm Credit Administration” for “Federal Farm Credit Board” in last sentence.

   Enacted provision · exact public law section
   (5) in section 4.12(a), striking out “Federal Farm Credit Board” in the third sentence and inserting in lieu thereof “Farm Credit Administration”;

3. 1985

   Farm Credit Amendments Act of 1985

   Pub. L. 99–205 § 305(a) · 99 Stat. 1678

   Inserted · 12 U.S.C. § 2183(a)

   Pub. L. 99–205, § 305(a), inserted after first sentence a sentence requiring the regulations, in the case of a voluntary liquidation of an association, to direct the supervising bank to institute appropriate measures to minimize the adverse effect of the liquidation on borrowers whose loans are purchased by or otherwise transferred to another System institution

   Target inherited from the preceding amendment note.

   Source evidence

   Code amendment note
   Pub. L. 99–205, § 305(a), inserted after first sentence a sentence requiring the regulations, in the case of a voluntary liquidation of an association, to direct the supervising bank to institute appropriate measures to minimize the adverse effect of the liquidation on borrowers whose loans are purchased by or otherwise transferred to another System institution.

   Enacted provision · exact public law section
   (a) Section 4.12(a) of the Farm Credit Act of 1971 is amended by inserting, immediately after the first sentence, the following: “In the case of a voluntary liquidation of an association, such regulations, among other things, shall direct the supervising bank to institute such measures as it deems appropriate to minimize the adverse effect of the liquidation on those borrowers whose loans are purchased by or otherwise transferred to another System institution.”

4. 1985

   Farm Credit Amendments Act of 1985

   Pub. L. 99–205 § 102 · 99 Stat. 1678

   Substituted · 12 U.S.C. § 2183(b)

   Pub. L. 99–205, § 102, in revising subsec. (b), substituted expanded provisions respecting appointment of conservator or receiver for former provision, which read as follows: “Upon default of any obligation by any institution of the System, such institution may be declared insolvent and placed in the hands of a conservator or a receiver appointed by the Governor and the proceedings thereon shall be in accordance with regulations of the Farm Credit Administration regarding such insolvencies.”

   Source evidence

   Code amendment note
   Subsec. (b). Pub. L. 99–205, § 102, in revising subsec. (b), substituted expanded provisions respecting appointment of conservator or receiver for former provision, which read as follows: “Upon default of any obligation by any institution of the System, such institution may be declared insolvent and placed in the hands of a conservator or a receiver appointed by the Governor and the proceedings thereon shall be in accordance with regulations of the Farm Credit Administration regarding such insolvencies.”

   Enacted provision · exact public law section
   Sec. 102. appointment of conservator or receiver Section 4.12 of the Farm Credit Act of 1971 is amended 12 USC 2183. by striking out subsection (b) and inserting in lieu thereof the following: “(b) The Farm Credit Administration may appoint a conservator or receiver for any System institution on the determination by the Farm Credit Administration that one or more of the following exists, or is occurring, with respect to the institution: (1) insolvency, in that the assets of the institution are less than its obligations to its creditors and others, including its members; (2) substantial dissipation of assets or earnings due to any violation of law, rules, or regulations, or to any unsafe or unsound practice; (3) an unsafe or unsound condition to transact business; (4) willful violation of a cease and desist order that has become final; (5) concealment of books, papers, records, or assets of the institution or refusal to submit books, papers, records, or other material relating to the affairs of the institution for inspection to any examiner or to any lawful agent of the Farm Credit Administration. The Farm Credit Administration shall have exclusive power and jurisdiction to appoint a conservator or receiver. If the Farm Credit Administration determines that a ground for the appointment of a conservator or receiver as herein provided exists, the Farm Credit Administration may appoint ex parte and without notice a conservator or receiver for the institution. In the event of such appointment, the institution, within thirty days thereafter, may bring an action in the United States district court for the judicial district in which the home office of such institution is located, or in the United States District Court for the District of Columbia, for an order requiring the Farm Credit Administration to remove such conservator or receiver, and the court, shall on the merits, dismiss such action or direct the Farm Credit Administration to remove such conservator or receiver. On the commencement of such an action, the court having jurisdiction of any other action or enforcement proceeding authorized under this Act to which the institution is a party shall stay such action or proceeding during the pendency of the action for removal of the conservator or receiver.”.

5. 1985

   Farm Credit Amendments Act of 1985

   Pub. L. 99–205 § 305(b) · 99 Stat. 1678

   Added · 12 U.S.C. § 2183(c)

   Pub. L. 99–205, § 305(b), added subsec. (c)

   Source evidence

   Code amendment note
   Subsec. (c). Pub. L. 99–205, § 305(b), added subsec. (c).

   Enacted provision · exact public law section
   (b) Section 4.12 of the Farm Credit Act of 1971 is amended by inserting after the subsection (b) added by section 102, the following:

6. 1988

   Agricultural Credit Technical Corrections Act of 1988

   Pub. L. 100–399 § 901(f) · 102 Stat. 989

   Substituted · 12 U.S.C. § 2183(a)

   Pub. L. 100–399, § 901(f), substituted “board of the supervising bank” for “district board”

   Source evidence

   Code amendment note
   Subsec. (a). Pub. L. 100–399, § 901(f), substituted “board of the supervising bank” for “district board”.

   Enacted provision · exact public law section
   (f) Section 4.12(a) is amended by striking out “district board” and 12 USC 2183. inserting in lieu thereof “board of the supervising bank”.

   Effective date note
   Amendment by Pub. L. 100–399 effective as if enacted immediately after enactment of Pub. L. 100–233, which was approved Jan. 6, 1988, see section 1001(a) of Pub. L. 100–399, set out as a note under section 2002 of this title.

7. 1988

   Agricultural Credit Act of 1987

   Pub. L. 100–233 § 415(a)(4) · 101 Stat. 1568

   1. Struck · 12 U.S.C. § 2183(a)

      Pub. L. 100–233, § 415(a)(4), struck out third sentence which provided that Associations may voluntarily merge with other like associations upon the vote of a majority of each of their stockholders present and voting or voting by written proxy at duly authorized meetings, and with the approval of the supervising bank and the Farm Credit Administration

   2. Substituted · 12 U.S.C. § 2183(a)

      Pub. L. 100–233, § 415(a)(4), substituted “Board may require an association to merge with another association” for “may require such merger” in fourth sentence

   Target inherited from the preceding amendment note.

   Source evidence

   Code amendment note
   Pub. L. 100–233, § 415(a)(4), struck out third sentence which provided that Associations may voluntarily merge with other like associations upon the vote of a majority of each of their stockholders present and voting or voting by written proxy at duly authorized meetings, and with the approval of the supervising bank and the Farm Credit Administration, and substituted “Board may require an association to merge with another association” for “may require such merger” in fourth sentence.

   Enacted provision · exact public law section
   SEC. 415. ORGANIZATION AND OPERATION OF THE MERGED BANK FOR COOPERATIVES. Title III (12 U.S.C. 2121 et seq.) is amended— (1) by inserting after the title designation the following: “Part A— Banks for Cooperatives”; and (2) by adding at the end thereof the following new part: “Part B— United and National Banks for Cooperatives “SEC. 3.20. CHARTER, POWERS, AND OPERATION. “(a) Charter.— The National Bank for Cooperatives or the United Bank for Cooperatives, as the case may be (hereinafter in this part referred to in this section as the ‘consolidated bank’) shall be a federally chartered instrumentality of the United States and an institution of the Farm Credit System. “(b) Powers.— The consolidated bank and the board of directors of such bank shall have all of the powers, rights, responsibilities, and obligations of the district banks for cooperatives and the Central Bank for Cooperatives and the boards of directors of such banks, as otherwise provided for in this Act. “(c) Operation.— The consolidated bank shall be organized and operated on a cooperative basis. “SEC. 3.21. BOARD OF DIRECTORS PROVISIONS. “(a) Initial Board of Directors.— The initial board of directors of a consolidated bank shall include the members of the boards of directors of the farm credit districts who were elected by voting stockholders of the constituent district banks for cooperatives (as such banks existed on the date of the enactment of this section) and who shall serve out the terms for which they were elected. “(b) Permanent Board of Directors.— “(1) Composition.— The permanent board of directors of a consolidated bank shall consist of— “(A) three members, elected by the voting stockholders of the consolidated bank, from each of the farm credit districts that had been served by constituent banks, as such districts existed on the date of the enactment of this section, at least one of whom, from each such district, shall be a farmer; “(B) one member elected by the voting stockholders of each district bank for cooperatives that is not a constituent of the consolidated bank; and “(C) one member appointed by the members chosen under subparagraphs (A) and (B) who shall not be a stockholder or borrower of a System institution or an officer or director of any such stockholder or borrower. “(2) Nomination and election.— For purposes of nominating and electing members of the board of directors under paragraph (1)(A): “(A) First member.— The nomination and election of the first member from each district shall be carried out on the basis provided for in section 3.3(d). “(B) Second member.— “(i) In general.— The nomination and election of the second member from each district shall be carried out with each voting stockholder of the consolidated bank located in the district having one vote, plus a number of votes (or fractional part thereof) equal to the number of stockholders eligible to vote in that district multiplied by the percentage (or fractional part thereof) of the total equity interest (including allocated, but not unallocated, surplus and reserves) in the consolidated bank of all such stockholders located in that district held by the individual voting stockholder— “(I) as of the final date of the fiscal year of the consolidated bank; or “(II) with respect to the first election held under this subsection, as of such date as the Farm Credit Administration shall prescribe. “(ii) Total number of votes.— The total number of votes for each district under this subparagraph shall be the number of voting stockholders of the consolidated bank located in the district multiplied by two. “(3) Terms.— “(A) In general.— The members of the board of directors of the consolidated bank shall serve for a term of 3 years. “(B) Timing of elections.— Procedures for electing members of the board of directors of the consolidated bank under this subsection shall ensure that the beginning of the terms of such members coincide with the expiration of the terms of members of the interim board of directors of the bank under subsection (a). “(4) FCA regulations.— The nomination and election of the members of the board of directors of the consolidated bank under this subsection shall be carried out in accordance with regulations issued by the Farm Credit Administration. “(c) Modification of Board of Directors Provisions.— The provisions of subsection (b) relating to the board of directors of the consolidated bank, other than the provisions relating to the initial composition, nomination, and election of the members of the board, may be modified on an affirmative vote of at least two-thirds of the voting stockholders of the bank, with each such stockholder to have, for such purposes, only one vote. Any proposals for modifying such provisions shall be submitted for a vote by such stockholders in accordance with procedures prescribed by the Farm Credit Administration. “SEC. 3.22. CREDIT DELIVERY OFFICE. “On a determination by the board of directors of the United Bank for Cooperatives or the National Bank for Cooperatives that the bank’s loan portfolio is concentrated in any one district or districts (according to the district boundaries in effect immediately prior to the effective date of the merger), the bank may consider the creation of regional service centers to accommodate such loan concentrations. “SEC. 3.23. CONSOLIDATION OF FUNCTIONS. “Subject to section 3.22, to the greatest extent practicable, the functions of the consolidated bank shall be consolidated in the central office of the bank. “SEC. 3.24. EXCHANGE OF OWNERSHIP INTERESTS. “On the establishment of the consolidated bank, ownership interests of the stockholders and subscribers to the guaranty funds of the constituent district banks for cooperatives (including stock, participation certificates, and allocated equities) shall be exchanged for like ownership interests in the consolidated bank on a book value basis. “SEC. 3.25. CAPITALIZATION. “The board of directors of the consolidated bank shall provide for the capitalization of such bank in accordance with the provisions of section 4.3A. “SEC. 3.26. PATRONAGE POOLS. “Under such terms and conditions as may be determined by its board of directors, the consolidated bank may— “(1) for a period of at least 3 years following the date of the enactment of this section, establish separate patronage pools consisting of loans to eligible borrowers located in each constituent farm credit district (as such district existed on the date of the enactment of this section); and “(2) allocate revenues, expenses, and net savings among such pools on an equitable basis. “SEC. 3.27. TRANSACTIONS TO ACCOMPLISH THE MERGER. “The receipt of assets or assumption of liabilities by the consolidated bank, the exchange of stock, equities, or other ownership interests, and any other transaction carried out in accomplishing the merger of the banks for cooperatives shall not be treated as a taxable event under the laws of the United States or of any State or political subdivision thereof. The preceding sentence shall also apply to the receipt of assets and liabilities by a taxable institution to the extent that the net amount of the distribution is immediately reinvested in stock of a consolidated bank (and in such case the basis of such stock shall be appropriately reduced by the amount of gain not recognized by reason of this sentence). “SEC. 3.28. LENDING LIMITS. “The Farm Credit Administration may not establish lending limits for the consolidated bank with respect to any loans or borrowers that are more restrictive than the combined lending limits that were previously established by the Farm Credit Administration for a district bank for cooperatives and the Central Bank for Cooperatives with respect to such loans or borrowers.”.

   Effective date note
   Amendment by Pub. L. 100–399 effective as if enacted immediately after enactment of Pub. L. 100–233, which was approved Jan. 6, 1988, see section 1001(a) of Pub. L. 100–399, set out as a note under section 2002 of this title.

8. 1988

   Agricultural Credit Act of 1987

   Pub. L. 100–233 § 431(g) · 101 Stat. 1568

   Substituted · 12 U.S.C. § 2183(b)

   Pub. L. 100–233, § 431(g), substituted “Farm Credit Administration Board” for “Farm Credit Administration” wherever appearing other than in cl. (5)

   Source evidence

   Code amendment note
   Subsec. (b). Pub. L. 100–233, § 431(g), substituted “Farm Credit Administration Board” for “Farm Credit Administration” wherever appearing other than in cl. (5).

   Enacted provision · exact public law section
   (g) Conforming Amendment.— Section 4.12 (12 U.S.C. 2183) is amended by inserting “Board” after “Farm Credit Administration” each place it appears in subsection (b) other than in clause (5) of the first sentence.

   Effective date note
   Amendment by Pub. L. 100–399 effective as if enacted immediately after enactment of Pub. L. 100–233, which was approved Jan. 6, 1988, see section 1001(a) of Pub. L. 100–399, set out as a note under section 2002 of this title.

9. 1988

   Agricultural Credit Act of 1987

   Pub. L. 100–233 § 306 · 101 Stat. 1568

   1. Added · 12 U.S.C. § 2183(b)

      Pub. L. 100–233, § 306, added cl. (6)

   2. Inserted · 12 U.S.C. § 2183(b)

      Pub. L. 100–233, § 306, inserted “, and such receiver or conservator, after the 5-year period beginning on January 6, 1988, shall be the Farm Credit System Insurance Corporation” before the period at end of second sentence

   Target inherited from the preceding amendment note.

   Source evidence

   Code amendment note
   Pub. L. 100–233, § 306, added cl. (6) and inserted “, and such receiver or conservator, after the 5-year period beginning on January 6, 1988, shall be the Farm Credit System Insurance Corporation” before the period at end of second sentence.

   Enacted provision · exact public law section
   SEC. 306. CONSERVATORS AND RECEIVERS. Section 4.12(b) (12 U.S.C. 2183(b)) is amended— (1) by striking out the period at the end of paragraph (5) and inserting in lieu thereof a semicolon; (2) by inserting after paragraph (5) the following new paragraph: “(6) the institution is unable to timely pay principal or interest on any insured obligation (as defined in section 5.51(3)) issued by the institution.”; and (3) in the second sentence by inserting before the period at the end thereof the following: “, and such receiver or conservator, after the 5-year period beginning on the date of the enactment of the Agricultural Credit Act of 1987, shall be the Farm Credit System Insurance Corporation”.

   Effective date note
   Amendment by Pub. L. 100–399 effective as if enacted immediately after enactment of Pub. L. 100–233, which was approved Jan. 6, 1988, see section 1001(a) of Pub. L. 100–399, set out as a note under section 2002 of this title.

10. 1988

    Agricultural Credit Act of 1987

    Pub. L. 100–233 § 805(r) · 101 Stat. 1568

    Substituted · 12 U.S.C. § 2183(b)

    Pub. L. 100–233, § 805(r), substituted “court shall” for “court, shall”

    Target inherited from the preceding amendment note.

    Source evidence

    Code amendment note
    Pub. L. 100–233, § 805(r), substituted “court shall” for “court, shall”.

    Enacted provision · exact public law section
    (r) 12 USC 2183. Section 4.12(b) is amended by striking out “court, shall” and inserting in lieu thereof “court shall,”.

    Effective date note
    Amendment by Pub. L. 100–399 effective as if enacted immediately after enactment of Pub. L. 100–233, which was approved Jan. 6, 1988, see section 1001(a) of Pub. L. 100–399, set out as a note under section 2002 of this title.

12 of 12 references resolved to an enrolled provision