12 U.S.C. § 2183 — Dissolution; voluntary or involuntary liq-

Page 1331 TITLE 12—BANKS AND BANKING § 2183 erwise as provided in this chapter, par or face value discounted, at a rate determined by the institution, to reflect the present value of the equity or interest as of the date of such retirement. (Pub. L. 92–181, title IV, § 4.9A, as added Pub. L. 100–233, title I, § 101, Jan. 6, 1988, 101 Stat. 1572; amended Pub. L. 100–399, title I, § 101(b)–(d), Aug. 17, 1988, 102 Stat. 989; Pub. L. 115–334, title V, § 5411(20), Dec. 20, 2018, 132 Stat. 4681.) Editorial Notes PRIOR PROVISIONS A prior section 4.9A of Pub. L. 92–181, which author- ized a central reserve for Farm Credit System, was classified to section 2161 of this title and was repealed by Pub. L. 100–399, § 101(a). AMENDMENTS 2018—Subsec. (c). Pub. L. 115–334 inserted par. (1) des- ignation and heading before ‘‘If an institution’’, sub- stituted ‘‘the Farm Credit System Insurance Corpora- tion, acting as receiver,’’ for ‘‘the receiver of the insti- tution’’ and ‘‘business of the institution.’’ for ‘‘business of the institution, and—’’, added par. (2), and struck out former pars. (1) and (2) which read as follows: ‘‘(1) during the 5-year period beginning on January 6, 1988, the Assistance Board shall direct the Financial Assistance Corporation to provide the receiver with sufficient funds to enable the receiver to carry out this subsection; and ‘‘(2) after such 5-year period, the Farm Credit System Insurance Corporation shall provide the receiver with sufficient funds from the Farm Credit Insurance Fund to enable the receiver to carry out this subsection.’’ 1988—Subsec. (a). Pub. L. 100–399, § 101(b), struck out provision that an institution whose capital stock is im- paired coordinate retirement of stock under this sec- tion with the activities of the Assistance Board and the Financial Assistance Corporation. Subsec. (c). Pub. L. 100–399, § 101(c), inserted ‘‘stock’’ in subsec. heading and amended text generally. Prior to amendment, text read as follows: ‘‘If an institution is unable to retire eligible borrower stock at par value due to the freezing of such stock during a liquidation of the institution, the receiver of the institution shall retire such stock at par value as would have been re- tired in the ordinary course of business of the institu- tion and the Financial Assistance Corporation, on re- quest of the Assistance Board, shall provide the re- ceiver with sufficient funds to enable the receiver to carry out this subsection.’’ Subsec. (d)(2)(B). Pub. L. 100–399, § 101(d), in introduc- tory provision substituted ‘‘issued or allocated’’ for ‘‘required to be purchased, and is purchased, as a condi- tion of obtaining a loan made’’ and in cl. (i) substituted ‘‘section 2154a of this title’’ for ‘‘section 4.9B’’. Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 1988 AMENDMENT 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. PART B—DISSOLUTION Editorial Notes CODIFICATION Pub. L. 100–233, title IV, § 418(a)(1), formerly § 415(a)(1), Jan. 6, 1988, 101 Stat. 1653, renumbered § 418(a)(1), Pub. L. 100–399, title IV, § 409(a), Aug. 17, 1988, 102 Stat. 1003, substituted ‘‘Dissolution’’ for ‘‘Dissolution and merg- er’’ as part B heading. §§ 2181, 2182. Repealed. Pub. L. 100–233, title IV, § 418(a)(2), (3), formerly § 415(a)(2), (3), Jan. 6, 1988, 101 Stat. 1653; renumbered § 418(a)(2), (3), Pub. L. 100–399, title IV, § 409(a), Aug. 17, 1988, 102 Stat. 1003 Section 2181, Pub. L. 92–181, title IV, § 4.10, Dec. 10, 1971, 85 Stat. 612; Pub. L. 96–592, title IV, § 402, Dec. 24, 1980, 94 Stat. 3446, related to merger of similar banks. Section 2182, Pub. L. 92–181, title IV, § 4.11, Dec. 10, 1971, 85 Stat. 612; Pub. L. 99–205, title II, § 205(f)(4), Dec. 23, 1985, 99 Stat. 1706, related to board of directors for merged bank. § 2183. Dissolution; voluntary or involuntary liq- uidation; mergers; receiverships or conserva- tors (a) Voluntary liquidation; consent of Farm Cred- it Administration; rules and regulations; minimization of adverse effect; voluntary merger; mandatory merger on failure to com- ply or meet obligations No institution of the System shall go into vol- untary liquidation without the consent of the Farm Credit Administration and with such con- sent may liquidate only in accordance with reg- ulations prescribed by the Farm Credit Adminis- tration. In the case of a voluntary liquidation of an association, such regulations, among other things, shall direct the supervising bank to in- stitute 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 insti- tution. The Farm Credit Administration Board may require an association to merge with an- other association whenever it determines, with the concurrence of the board of the supervising bank, that an association has failed to meet its outstanding obligations or failed to conduct its operations in accordance with this chapter. (b) Appointment of conservator or receiver; grounds; action for removal; stay of actions or proceedings The Farm Credit Administration Board may appoint a conservator or receiver for any Sys- tem institution on the determination by the Farm Credit Administration Board 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, in- cluding its members; (2) substantial dissipation of assets or earnings due to any violation of law, rules, or regulations, or to any unsafe or un- sound practice; (3) an unsafe or unsound condi- tion to transact business; (4) willful violation of a cease and desist order that has become final; (5) concealment of books, papers, records, or as- sets of the institution or refusal to submit books, papers, records, or other material relat- ing to the affairs of the institution for inspec- tion to any examiner or to any lawful agent of the Farm Credit Administration; (6) the institu- tion is unable to timely pay principal or interest on any insured obligation (as defined in section 2277a(3) of this title) issued by the institution. The Farm Credit Administration Board shall have exclusive power and jurisdiction to appoint a conservator or receiver, and such receiver or conservator, after the 5-year period beginning Page 1332 TITLE 12—BANKS AND BANKING § 2184 on January 6, 1988, shall be the Farm Credit Sys- tem Insurance Corporation. If the Farm Credit Administration Board determines that a ground for the appointment of a conservator or receiver as herein provided exists, the Farm Credit Ad- ministration Board 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 dis- trict 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 Board to remove such conservator or receiver, and the court shall on the merits, dismiss such action or direct the Farm Credit Administration Board to remove such conservator or receiver. On the commence- ment of such an action, the court having juris- diction of any other action or enforcement pro- ceeding authorized under this chapter 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. (c) Involuntary liquidation; rules and regula- tions; minimization of adverse effect In the case of an involuntary liquidation of an association, regulations of the Farm Credit Ad- ministration, 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. (Pub. L. 92–181, title IV, § 4.12, Dec. 10, 1971, 85 Stat. 612; Pub. L. 99–205, title I, § 102, title II, § 205(f)(5), title III, § 305, Dec. 23, 1985, 99 Stat. 1679, 1706, 1708; Pub. L. 100–233, title III, § 306, title IV, § 418(a)(4), formerly § 415(a)(4), § 431(g), title VIII, § 805(r), Jan. 6, 1988, 101 Stat. 1622, 1653, 1660, 1716, renumbered § 418(a)(4), Pub. L. 100–399, title IV, § 409(a), Aug. 17, 1988, 102 Stat. 1003; Pub. L. 100–399, title IX, § 901(f), Aug. 17, 1988, 102 Stat. 1007.) Editorial Notes AMENDMENTS 1988—Subsec. (a). Pub. L. 100–399, § 901(f), substituted ‘‘board of the supervising bank’’ for ‘‘district board’’. 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 vot- ing or voting by written proxy at duly authorized meet- ings, and with the approval of the supervising bank and the Farm Credit Administration, and substituted ‘‘Board may require an association to merge with an- other association’’ for ‘‘may require such merger’’ in fourth sentence. Subsec. (b). Pub. L. 100–233, § 431(g), substituted ‘‘Farm Credit Administration Board’’ for ‘‘Farm Credit Administration’’ wherever appearing other than in cl. (5). Pub. L. 100–233, § 306, added cl. (6) and inserted ‘‘, and such receiver or conservator, after the 5-year period be- ginning on January 6, 1988, shall be the Farm Credit System Insurance Corporation’’ before the period at end of second sentence. Pub. L. 100–233, § 805(r), substituted ‘‘court shall’’ for ‘‘court, shall’’. 1985—Subsec. (a). Pub. L. 99–205, § 205(f)(5), substituted ‘‘Farm Credit Administration’’ for ‘‘Federal Farm Credit Board’’ in last sentence. Pub. L. 99–205, § 305(a), inserted after first sentence a sentence requiring the regulations, in the case of a vol- untary liquidation of an association, to direct the su- pervising bank to institute appropriate measures to minimize the adverse effect of the liquidation on bor- rowers whose loans are purchased by or otherwise transferred to another System institution. Subsec. (b). Pub. L. 99–205, § 102, in revising subsec. (b), substituted expanded provisions respecting ap- pointment of conservator or receiver for former provi- sion, which read as follows: ‘‘Upon default of any obli- gation by any institution of the System, such institu- tion may be declared insolvent and placed in the hands of a conservator or a receiver appointed by the Gov- ernor and the proceedings thereon shall be in accord- ance with regulations of the Farm Credit Administra- tion regarding such insolvencies.’’ Subsec. (c). Pub. L. 99–205, § 305(b), added subsec. (c). Statutory Notes and Related Subsidiaries EFFECTIVE DATE OF 1988 AMENDMENT 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. EFFECTIVE DATE OF 1985 AMENDMENT Amendment by Pub. L. 99–205 effective thirty days after Dec. 23, 1985, see section 401 of Pub. L. 99–205, set out as a note under section 2001 of this title. § 2184. Communications with stockholders (a) Provision of stockholder lists (1) In general A Farm Credit System bank or association shall provide to a stockholder of the bank or association a current list of stockholders of the bank or association not later than 7 cal- endar days after the date on which the bank or association receives a written request for the stockholder list from the stockholder. (2) Conditions As a condition of providing a stockholder list under paragraph (1), the bank or associa- tion may require that the stockholder agree and certify in writing that the stockholder will— (A) use the list exclusively for commu- nicating with stockholders for permissible purposes; and (B) not make the list available to any per- son, other than the stockholder’s attorney or accountant, without first obtaining the written consent of the institution. (b) Alternative communications (1) Request to issue As an alternative to receiving a list of stockholders, a stockholder may request the institution to mail or otherwise furnish to each stockholder a communication for a per- missible purpose on behalf of the requesting stockholder. (2) When permissible Alternative communications may be used, at the discretion of the requesting stockholder, if the requester agrees to defray the reasonable costs of the communication. If the requester