10-2143

10-2143. Dissolution

A. A generation and transmission cooperative that has not commenced business may
dissolve voluntarily by delivering to the corporation commission articles of dissolution,
executed and acknowledged on behalf of the generation and transmission cooperative by a
majority of the incorporators, which shall state:

1. The name of the generation and transmission cooperative.

2. The address of its principal office.

3. The date of its incorporation.

4. That the generation and transmission cooperative has not commenced business.

5. That the amount, if any, actually paid in on account of membership fees, less
any part disbursed for necessary expenses, has been returned to those entitled and that
all easements have been released to the grantors.

6. That no debt of the generation and transmission cooperative remains unpaid.

7. That a majority of the incorporators elect that the generation and transmission
cooperative be dissolved. The articles of dissolution shall be submitted to the
corporation commission for filing as provided in this article.

B. A generation and transmission cooperative that has commenced business may
dissolve voluntarily and wind up its affairs in the following manner:

1. The proposition that the generation and transmission cooperative be dissolved
must be submitted to the members of the generation and transmission cooperative at any
meeting. The meeting notice shall state the proposition. The proposed voluntary
dissolution is deemed to be approved on the affirmative vote of not less than two-thirds
of those members acting through their voting delegates voting at the meeting.

2. On approval, a certificate of election to dissolve, designated the
"certificate", shall be executed by the generation and transmission cooperative. The
certificate shall be submitted to the corporation commission for filing as provided in
this article and shall state:

(a) The name of the generation and transmission cooperative.

(b) The address of its principal office.

(d) The total number of voting delegates of the generation and transmission
cooperative and the number of voting delegates who voted for and against the voluntary
dissolution of the generation and transmission cooperative.

3. On the filing of the certificate with the corporation commission, the generation
and transmission cooperative shall cease to carry on its business except as is necessary
for the winding up of business, but its corporate existence continues until articles of
dissolution have been filed with the corporation commission.

4. After the filing of the certificate with the corporation commission, the board
of directors shall immediately mail notice of the winding up of proceedings to each known
creditor and claimant and publish notice once a week for two successive weeks in a
newspaper of general circulation in the county in which the principal office of the
generation and transmission cooperative is located.

5. The board of directors has full power to wind up and settle the affairs of the
cooperative and shall proceed to collect the debts owing to the generation and
transmission cooperative, convey and dispose of its property and assets, pay, satisfy and
discharge its debts, obligations and liabilities and do all other things required to
liquidate its business and affairs and, after paying or adequately providing for the
payment of all its debts, obligations and liabilities, shall distribute the remainder of
its property and assets among its members without priority in proportion to the aggregate
patronage of each member during the seven years next preceding the date of filing the
certificate, or, if the generation and transmission cooperative was not in existence for
such period, during the period of its existence.

6. When all debts, liabilities and obligations of the generation and transmission
cooperative have been paid and discharged or adequate provision has been made for them,
and all the remaining property and assets of the generation and transmission cooperative
have been distributed to the members pursuant to this section, the board of directors
shall authorize the execution of articles of dissolution. The articles of dissolution
shall state:

(a) The name of the generation and transmission cooperative.

(b) The address of the principal office of the generation and transmission
cooperative.

(c) That the generation and transmission cooperative has previously delivered to
the corporation commission a certificate of election to dissolve and the date on which
the certificate was filed by the corporation commission.

(d) That all debts, obligations and liabilities of the generation and transmission
cooperative have been paid and discharged or that adequate provision has been made for
them.

(e) That all the remaining property and assets of the generation and transmission
cooperative have been distributed among the members in accordance with this section.

(f) That there are no actions or suits pending against the generation and
transmission cooperative.

7. The articles of dissolution prepared pursuant to paragraph 6 of this subsection
shall be delivered to the commission for filing. Within sixty days after the commission
approves the filing, a copy of the articles of dissolution shall be published. An
affidavit evidencing the publication may be filed with the commission.