17-4621.Dissolution.
(a) A cooperative which has not commenced business may be dissolved by
delivering to the secretary of state articles of dissolution which shall
be executed on behalf of the cooperative by a majority
of 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 part
thereof disbursed for expenses of the cooperative, have been returned
or 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 cooperative
be dissolved.
(b) A cooperative which has commenced business may be dissolved in
the following manner: The members at any meeting shall approve, by the
affirmative vote of not less than 2/3 of those members
voting on such proposal at such meeting, a proposal that
the cooperative be dissolved.
Upon such approval, a certificate of election to dissolve,
hereinafter
designated the "certificate", executed on
behalf of
the 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 the
cooperative be dissolved, shall, together with an affidavit made by its
president or vice-president executing the certificate, stating that the
statements in the certificate are true, be submitted to the secretary of
state for filing.
Upon the filing of the certificate and affidavit by the secretary of
state, the cooperative shall cease to carry on its business except to
the extent necessary for the winding up thereof, but its corporate
existence shall continue until articles of dissolution have been filed
by the secretary of state. The board of trustees shall immediately cause
notice of the dissolution proceedings to be mailed to each known
creditor of and claimant against the cooperative and to be published
once a week for two successive weeks in a newspaper of general
circulation in the county in which the principal office of the
cooperative is located. The board of trustees shall wind up and settle
the affairs of the cooperative, collect sums owing to it, liquidate its
property and assets, pay and discharge its debts, obligations and
liabilities, and do all other things required to wind up its business,
and after paying or discharging or adequately providing for the payment
or discharge of all its debts, obligations and liabilities, shall
distribute any remaining sums among its members and former members in
proportion to the patronage of the respective members or former members
during the seven years next preceding the date of the filing of the
certificate by the secretary of state, or if the cooperative has not
been in existence for such period, then during the period of its
existence prior to such filing. The board of trustees shall thereupon
authorize the execution of articles of dissolution, which shall be
executed on behalf of the cooperative by its president
or vice-president, and attested by
its secretary.
The articles of dissolution shall recite that they are executed
pursuant 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 was
filed by the secretary of state;
(4) that there are no actions or suits pending against the
cooperative;
(5) that all debts, obligations and liabilities of the cooperative
have been paid and discharged or that adequate provision has been made
therefor; and
(6) that the preceding provisions of this subsection have been duly
complied with.
The president or vice-president executing the articles of dissolution
shall make and annex thereto an affidavit stating that the statements
made therein are true.
History: L. 1941, ch. 185, § 21;
L. 2000, ch. 39, § 14; July 1.
17-4621.Dissolution.
(a) A cooperative which has not commenced business may be dissolved by
delivering to the secretary of state articles of dissolution which shall
be executed on behalf of the cooperative by a majority
of 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 part
thereof disbursed for expenses of the cooperative, have been returned
or 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 cooperative
be dissolved.
(b) A cooperative which has commenced business may be dissolved in
the following manner: The members at any meeting shall approve, by the
affirmative vote of not less than 2/3 of those members
voting on such proposal at such meeting, a proposal that
the cooperative be dissolved.
Upon such approval, a certificate of election to dissolve,
hereinafter
designated the "certificate", executed on
behalf of
the 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 the
cooperative be dissolved, shall, together with an affidavit made by its
president or vice-president executing the certificate, stating that the
statements in the certificate are true, be submitted to the secretary of
state for filing.
Upon the filing of the certificate and affidavit by the secretary of
state, the cooperative shall cease to carry on its business except to
the extent necessary for the winding up thereof, but its corporate
existence shall continue until articles of dissolution have been filed
by the secretary of state. The board of trustees shall immediately cause
notice of the dissolution proceedings to be mailed to each known
creditor of and claimant against the cooperative and to be published
once a week for two successive weeks in a newspaper of general
circulation in the county in which the principal office of the
cooperative is located. The board of trustees shall wind up and settle
the affairs of the cooperative, collect sums owing to it, liquidate its
property and assets, pay and discharge its debts, obligations and
liabilities, and do all other things required to wind up its business,
and after paying or discharging or adequately providing for the payment
or discharge of all its debts, obligations and liabilities, shall
distribute any remaining sums among its members and former members in
proportion to the patronage of the respective members or former members
during the seven years next preceding the date of the filing of the
certificate by the secretary of state, or if the cooperative has not
been in existence for such period, then during the period of its
existence prior to such filing. The board of trustees shall thereupon
authorize the execution of articles of dissolution, which shall be
executed on behalf of the cooperative by its president
or vice-president, and attested by
its secretary.
The articles of dissolution shall recite that they are executed
pursuant 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 was
filed by the secretary of state;
(4) that there are no actions or suits pending against the
cooperative;
(5) that all debts, obligations and liabilities of the cooperative
have been paid and discharged or that adequate provision has been made
therefor; and
(6) that the preceding provisions of this subsection have been duly
complied with.
The president or vice-president executing the articles of dissolution
shall make and annex thereto an affidavit stating that the statements
made therein are true.
History: L. 1941, ch. 185, § 21;
L. 2000, ch. 39, § 14; July 1.
17-4621.Dissolution.
(a) A cooperative which has not commenced business may be dissolved by
delivering to the secretary of state articles of dissolution which shall
be executed on behalf of the cooperative by a majority
of 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 part
thereof disbursed for expenses of the cooperative, have been returned
or 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 cooperative
be dissolved.
(b) A cooperative which has commenced business may be dissolved in
the following manner: The members at any meeting shall approve, by the
affirmative vote of not less than 2/3 of those members
voting on such proposal at such meeting, a proposal that
the cooperative be dissolved.
Upon such approval, a certificate of election to dissolve,
hereinafter
designated the "certificate", executed on
behalf of
the 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 the
cooperative be dissolved, shall, together with an affidavit made by its
president or vice-president executing the certificate, stating that the
statements in the certificate are true, be submitted to the secretary of
state for filing.
Upon the filing of the certificate and affidavit by the secretary of
state, the cooperative shall cease to carry on its business except to
the extent necessary for the winding up thereof, but its corporate
existence shall continue until articles of dissolution have been filed
by the secretary of state. The board of trustees shall immediately cause
notice of the dissolution proceedings to be mailed to each known
creditor of and claimant against the cooperative and to be published
once a week for two successive weeks in a newspaper of general
circulation in the county in which the principal office of the
cooperative is located. The board of trustees shall wind up and settle
the affairs of the cooperative, collect sums owing to it, liquidate its
property and assets, pay and discharge its debts, obligations and
liabilities, and do all other things required to wind up its business,
and after paying or discharging or adequately providing for the payment
or discharge of all its debts, obligations and liabilities, shall
distribute any remaining sums among its members and former members in
proportion to the patronage of the respective members or former members
during the seven years next preceding the date of the filing of the
certificate by the secretary of state, or if the cooperative has not
been in existence for such period, then during the period of its
existence prior to such filing. The board of trustees shall thereupon
authorize the execution of articles of dissolution, which shall be
executed on behalf of the cooperative by its president
or vice-president, and attested by
its secretary.
The articles of dissolution shall recite that they are executed
pursuant 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 was
filed by the secretary of state;
(4) that there are no actions or suits pending against the
cooperative;
(5) that all debts, obligations and liabilities of the cooperative
have been paid and discharged or that adequate provision has been made
therefor; and
(6) that the preceding provisions of this subsection have been duly
complied with.
The president or vice-president executing the articles of dissolution
shall make and annex thereto an affidavit stating that the statements
made therein are true.
History: L. 1941, ch. 185, § 21;
L. 2000, ch. 39, § 14; July 1.