17-4621.   Dissolution.(a) A cooperative which has not commenced business may be dissolved bydelivering to the secretary of state articles of dissolution which shallbe executed on behalf of the cooperative by a majorityof the incorporators and which shall state:

      (1)   The name of the cooperative;

      (2)   the address of its principal office;

      (3)   that the cooperative has not commenced business;

      (4)   that any sums received by the cooperative, less any partthereof disbursed for expenses of the cooperative, have been returnedor paid to those entitled thereto;

      (5)   that no debt of the cooperative is unpaid; and

      (6)   that a majority of the incorporators elect that the cooperativebe dissolved.

      (b)   A cooperative which has commenced business may be dissolved inthe following manner: The members at any meeting shall approve, by theaffirmative vote of not less than 2/3 of those membersvoting on such proposal at such meeting, a proposal thatthe cooperative be dissolved.Upon such approval, a certificate of election to dissolve,hereinafterdesignated the "certificate", executed onbehalf ofthe cooperative by its president or vice-president,attested by its secretary, and stating:

      (1)   The name of the cooperative;

      (2)   the address of its principal office; and

      (3)   that the members of the cooperative have duly voted that thecooperative be dissolved, shall, together with an affidavit made by itspresident or vice-president executing the certificate, stating that thestatements in the certificate are true, be submitted to the secretary ofstate for filing.

      Upon the filing of the certificate and affidavit by the secretary ofstate, the cooperative shall cease to carry on its business except tothe extent necessary for the winding up thereof, but its corporateexistence shall continue until articles of dissolution have been filedby the secretary of state. The board of trustees shall immediately causenotice of the dissolution proceedings to be mailed to each knowncreditor of and claimant against the cooperative and to be publishedonce a week for two successive weeks in a newspaper of generalcirculation in the county in which the principal office of thecooperative is located. The board of trustees shall wind up and settlethe affairs of the cooperative, collect sums owing to it, liquidate itsproperty and assets, pay and discharge its debts, obligations andliabilities, and do all other things required to wind up its business,and after paying or discharging or adequately providing for the paymentor discharge of all its debts, obligations and liabilities, shalldistribute any remaining sums among its members and former members inproportion to the patronage of the respective members or former membersduring the seven years next preceding the date of the filing of thecertificate by the secretary of state, or if the cooperative has notbeen in existence for such period, then during the period of itsexistence prior to such filing. The board of trustees shall thereuponauthorize the execution of articles of dissolution, which shall beexecuted on behalf of the cooperative by its presidentor vice-president, and attested byits secretary.

      The articles of dissolution shall recite that they are executedpursuant to this act and shall state:

      (1)   The name of the cooperative;

      (2)   the address of its principal office;

      (3)   the date on which the certificate of election to dissolve wasfiled by the secretary of state;

      (4)   that there are no actions or suits pending against thecooperative;

      (5)   that all debts, obligations and liabilities of the cooperativehave been paid and discharged or that adequate provision has been madetherefor; and

      (6)   that the preceding provisions of this subsection have been dulycomplied with.

      The president or vice-president executing the articles of dissolutionshall make and annex thereto an affidavit stating that the statementsmade therein are true.

      History:   L. 1941, ch. 185, § 21;L. 2000, ch. 39, § 14; July 1.