17-4668.   Dissolution.(a) A cooperative which has not commenced business may bedissolved by delivering to the secretary of state articles of dissolution whichshall be executed on behalf of the cooperative by a majority of theincorporators 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 part thereofdisbursed for expenses of the cooperative, have been returned or paid to thoseentitled thereto;

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

      (6)   that a majority of the incorporators elect that the cooperative bedissolved.

      (b)   A cooperative which has commenced business may be dissolved in thefollowing manner:

      (1)   The members at any meeting shall approve, by the affirmative vote of notless than 2/3 of those members voting on such proposal at such meeting, aproposal that the cooperative be dissolved. Upon such approval, a certificateof election to dissolve shall be executed on behalf of the cooperative by itspresident or vice-president and attested by its secretary. Such certificateshall state: (A) The name of the cooperative; (B) the address of its principaloffice; and (C) that the members of the cooperative have duly voted that thecooperative be dissolved. Such certificate shall be submitted to the secretaryof state for filing, together with an affidavit, made by the cooperative'spresident or vice-president executing the certificate, stating that thestatements in the certificate are true.

      (2)   Upon the filing of the certificate and affidavit by the secretary ofstate, the cooperative shall cease to carry on its business except to theextent necessary for the winding up thereof, but its corporate existence shallcontinue until articles of dissolution have been filed by the secretaryof state. The board of directors shall immediately cause notice of thedissolution proceedings to be mailed to each known creditor of and claimantagainst the cooperative and to be published once a week for two successiveweeks in a newspaper of general circulation in the county where the principaloffice of the cooperative is located. The board of directors shall wind up andsettle the affairs of the cooperative, collect sums owing to it, liquidate itsproperty and assets, pay and discharge its debts, obligations and liabilities,and do all other things required to wind up its business, and after paying ordischarging or adequately providing for the payment or discharge ofall its debts, obligations and liabilities, shall distribute any remaining sumsamong its members and former members in proportion to the patronage of therespective members or former members during the seven years next preceding thedate of the filing of the certificate by the secretary of state or, if thecooperative has not been in existence for such period, then during theperiod of its existence prior to such filing. The board of directors shallthereupon authorize the execution of articles of dissolution, which shall beexecuted on behalf of the cooperative by its president or vice-president, andattested by its secretary.

      (3)   The articles of dissolution shall recite that they are executed pursuantto the renewable energy electric generation cooperative act and shall state:

      (A)   The name of the cooperative;

      (B)   the address of its principal office;

      (C)   the date on which the certificate of election to dissolve was filed bythe secretary of state;

      (D)   that there are no actions or suits pending against the cooperative;

      (E)   that all debts, obligations and liabilities of the cooperative have beenpaid and discharged or that adequate provision has been made therefor; and

      (F)   that the preceding provisions of this subsection have been duly compliedwith.

      The president or vice-president executing the articles of dissolution shallmake and annex thereto an affidavit stating that the statements made thereinare true.

      History:   L. 2003, ch. 81, § 17; July 1.