17-4668.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:
(1) 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 shall be executed on behalf of the cooperative by its
president or vice-president and attested by its secretary. Such certificate
shall state: (A) The name of the cooperative; (B) the address of its principal
office; and (C) that the members of the cooperative have duly voted that the
cooperative be dissolved. Such certificate shall be submitted to the secretary
of state for filing, together with an affidavit, made by the cooperative's
president or vice-president executing the certificate, stating that the
statements in the certificate are true.
(2) 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 directors 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 where the principal
office of the cooperative is located. The board of directors 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 directors 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.
(3) The articles of dissolution shall recite that they are executed pursuant
to 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 by
the 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 been
paid and discharged or that adequate provision has been made therefor; and
(F) 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.
17-4668.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:
(1) 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 shall be executed on behalf of the cooperative by its
president or vice-president and attested by its secretary. Such certificate
shall state: (A) The name of the cooperative; (B) the address of its principal
office; and (C) that the members of the cooperative have duly voted that the
cooperative be dissolved. Such certificate shall be submitted to the secretary
of state for filing, together with an affidavit, made by the cooperative's
president or vice-president executing the certificate, stating that the
statements in the certificate are true.
(2) 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 directors 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 where the principal
office of the cooperative is located. The board of directors 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 directors 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.
(3) The articles of dissolution shall recite that they are executed pursuant
to 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 by
the 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 been
paid and discharged or that adequate provision has been made therefor; and
(F) 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.
17-4668.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:
(1) 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 shall be executed on behalf of the cooperative by its
president or vice-president and attested by its secretary. Such certificate
shall state: (A) The name of the cooperative; (B) the address of its principal
office; and (C) that the members of the cooperative have duly voted that the
cooperative be dissolved. Such certificate shall be submitted to the secretary
of state for filing, together with an affidavit, made by the cooperative's
president or vice-president executing the certificate, stating that the
statements in the certificate are true.
(2) 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 directors 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 where the principal
office of the cooperative is located. The board of directors 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 directors 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.
(3) The articles of dissolution shall recite that they are executed pursuant
to 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 by
the 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 been
paid and discharged or that adequate provision has been made therefor; and
(F) 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.