Voluntary dissolution, procedure for winding up affairs.
393.855. A nonprofit sewer company which has commenced business maydissolve voluntarily and wind up its affairs in the following manner:
(1) The board of directors shall first recommend that the company bedissolved voluntarily and thereafter the proposition that the company bedissolved shall be submitted to the members of the company at any annual orspecial meeting, the notice of which shall set forth such proposition. Theproposed voluntary dissolution shall be deemed to be approved upon theaffirmative vote of not less than a majority of the members;
(2) Upon such approval, a certificate of election to dissolve, hereindesignated the "certificate", shall be executed and acknowledged induplicate on behalf of the company by its president or vice president, andits corporate seal shall be affixed thereto and attested by its secretary.The certificate shall state:
(a) The name of the nonprofit sewer company;
(b) The address of its principal office;
(c) The names and addresses of its directors; and
(d) The total number of members of the company and the number ofmembers who voted for and against the voluntary dissolution of the company.
The president or vice president executing the certificate shall also makeand annex thereto an affidavit stating that the provisions of thissubdivision and subdivision (1) of this section were duly complied with.Such certificate and affidavit shall be submitted to the secretary of statefor filing;
(3) Upon the filing of the certificate and affidavit by the secretaryof state, the company shall cease to carry on its business except insofaras may be necessary for the winding up thereof, but its corporate existenceshall continue until articles of dissolution have been filed by thesecretary of state;
(4) After the filing of the certificate and affidavit by thesecretary of state the board of directors shall immediately cause notice ofthe winding up proceedings to be mailed to each known creditor and claimantand to be published once a week for two successive weeks in a newspaper ofgeneral circulation in the county in which the principal office of thecompany is located;
(5) The board of directors shall become trustees and have full powerto wind up and settle the affairs of the company and shall proceed tocollect the debts owing to the company, convey and dispose of its propertyand assets, pay, satisfy, and discharge its debts, obligations, andliabilities, and do all other things required to liquidate its business andaffairs, and after paying or adequately providing for the payment of allits debts, obligations and liabilities, shall distribute the remainder ofits property and assets among its members in proportion to the aggregatepatronage of each such member during the seven years next preceding thedate of such filing of the certificate, or, if the company shall not havebeen in existence for such period, during the period of its existence; and
(6) (a) When all debts, liabilities and obligations of the companyhave been paid and discharged or adequate provision shall have been madetherefor, and all of the remaining property and assets of the company shallhave been distributed to the members pursuant to the provisions of sections393.825 to 393.861 and section 393.175, the board of directors shallauthorize the execution of articles of dissolution which shall thereupon beexecuted and acknowledged on behalf of the company by its president or vicepresident, and its corporate seal shall be affixed thereto and attested byits secretary. Such articles of dissolution shall recite in the captionthat they are executed pursuant to sections 393.825 to 393.861 and section393.175 and shall state:
a. The name of the nonprofit sewer company;
b. The address of the principal office of the company;
c. That the company has heretofore delivered to the secretary ofstate a certificate of election to dissolve and the date on which thecertificate was filed by the secretary of state in the records of hisoffice;
d. That all debts, obligations and liabilities of the company havebeen paid and discharged or that adequate provision has been made therefor;
e. That all the remaining property and assets of the company havebeen distributed among the members in accordance with the provisions ofsections 393.825 to 393.861 and section 393.175; and
f. That there are no actions or suits pending against the company;
(b) The president or vice president executing the articles ofdissolution shall also make and annex thereto an affidavit stating that theprovisions of this section were duly complied with;
(c) Such articles of dissolution and affidavit, accompanied by proofof the publication required in this section, shall be submitted to thesecretary of state for filing.
Voluntary dissolution, procedure for winding up affairs.
393.855. A nonprofit sewer company which has commenced business maydissolve voluntarily and wind up its affairs in the following manner:
(1) The board of directors shall first recommend that the company bedissolved voluntarily and thereafter the proposition that the company bedissolved shall be submitted to the members of the company at any annual orspecial meeting, the notice of which shall set forth such proposition. Theproposed voluntary dissolution shall be deemed to be approved upon theaffirmative vote of not less than a majority of the members;
(2) Upon such approval, a certificate of election to dissolve, hereindesignated the "certificate", shall be executed and acknowledged induplicate on behalf of the company by its president or vice president, andits corporate seal shall be affixed thereto and attested by its secretary.The certificate shall state:
(a) The name of the nonprofit sewer company;
(b) The address of its principal office;
(c) The names and addresses of its directors; and
(d) The total number of members of the company and the number ofmembers who voted for and against the voluntary dissolution of the company.
The president or vice president executing the certificate shall also makeand annex thereto an affidavit stating that the provisions of thissubdivision and subdivision (1) of this section were duly complied with.Such certificate and affidavit shall be submitted to the secretary of statefor filing;
(3) Upon the filing of the certificate and affidavit by the secretaryof state, the company shall cease to carry on its business except insofaras may be necessary for the winding up thereof, but its corporate existenceshall continue until articles of dissolution have been filed by thesecretary of state;
(4) After the filing of the certificate and affidavit by thesecretary of state the board of directors shall immediately cause notice ofthe winding up proceedings to be mailed to each known creditor and claimantand to be published once a week for two successive weeks in a newspaper ofgeneral circulation in the county in which the principal office of thecompany is located;
(5) The board of directors shall become trustees and have full powerto wind up and settle the affairs of the company and shall proceed tocollect the debts owing to the company, convey and dispose of its propertyand assets, pay, satisfy, and discharge its debts, obligations, andliabilities, and do all other things required to liquidate its business andaffairs, and after paying or adequately providing for the payment of allits debts, obligations and liabilities, shall distribute the remainder ofits property and assets among its members in proportion to the aggregatepatronage of each such member during the seven years next preceding thedate of such filing of the certificate, or, if the company shall not havebeen in existence for such period, during the period of its existence; and
(6) (a) When all debts, liabilities and obligations of the companyhave been paid and discharged or adequate provision shall have been madetherefor, and all of the remaining property and assets of the company shallhave been distributed to the members pursuant to the provisions of sections393.825 to 393.861 and section 393.175, the board of directors shallauthorize the execution of articles of dissolution which shall thereupon beexecuted and acknowledged on behalf of the company by its president or vicepresident, and its corporate seal shall be affixed thereto and attested byits secretary. Such articles of dissolution shall recite in the captionthat they are executed pursuant to sections 393.825 to 393.861 and section393.175 and shall state:
a. The name of the nonprofit sewer company;
b. The address of the principal office of the company;
c. That the company has heretofore delivered to the secretary ofstate a certificate of election to dissolve and the date on which thecertificate was filed by the secretary of state in the records of hisoffice;
d. That all debts, obligations and liabilities of the company havebeen paid and discharged or that adequate provision has been made therefor;
e. That all the remaining property and assets of the company havebeen distributed among the members in accordance with the provisions ofsections 393.825 to 393.861 and section 393.175; and
f. That there are no actions or suits pending against the company;
(b) The president or vice president executing the articles ofdissolution shall also make and annex thereto an affidavit stating that theprovisions of this section were duly complied with;
(c) Such articles of dissolution and affidavit, accompanied by proofof the publication required in this section, shall be submitted to thesecretary of state for filing.
Voluntary dissolution, procedure for winding up affairs.
393.855. A nonprofit sewer company which has commenced business maydissolve voluntarily and wind up its affairs in the following manner:
(1) The board of directors shall first recommend that the company bedissolved voluntarily and thereafter the proposition that the company bedissolved shall be submitted to the members of the company at any annual orspecial meeting, the notice of which shall set forth such proposition. Theproposed voluntary dissolution shall be deemed to be approved upon theaffirmative vote of not less than a majority of the members;
(2) Upon such approval, a certificate of election to dissolve, hereindesignated the "certificate", shall be executed and acknowledged induplicate on behalf of the company by its president or vice president, andits corporate seal shall be affixed thereto and attested by its secretary.The certificate shall state:
(a) The name of the nonprofit sewer company;
(b) The address of its principal office;
(c) The names and addresses of its directors; and
(d) The total number of members of the company and the number ofmembers who voted for and against the voluntary dissolution of the company.
The president or vice president executing the certificate shall also makeand annex thereto an affidavit stating that the provisions of thissubdivision and subdivision (1) of this section were duly complied with.Such certificate and affidavit shall be submitted to the secretary of statefor filing;
(3) Upon the filing of the certificate and affidavit by the secretaryof state, the company shall cease to carry on its business except insofaras may be necessary for the winding up thereof, but its corporate existenceshall continue until articles of dissolution have been filed by thesecretary of state;
(4) After the filing of the certificate and affidavit by thesecretary of state the board of directors shall immediately cause notice ofthe winding up proceedings to be mailed to each known creditor and claimantand to be published once a week for two successive weeks in a newspaper ofgeneral circulation in the county in which the principal office of thecompany is located;
(5) The board of directors shall become trustees and have full powerto wind up and settle the affairs of the company and shall proceed tocollect the debts owing to the company, convey and dispose of its propertyand assets, pay, satisfy, and discharge its debts, obligations, andliabilities, and do all other things required to liquidate its business andaffairs, and after paying or adequately providing for the payment of allits debts, obligations and liabilities, shall distribute the remainder ofits property and assets among its members in proportion to the aggregatepatronage of each such member during the seven years next preceding thedate of such filing of the certificate, or, if the company shall not havebeen in existence for such period, during the period of its existence; and
(6) (a) When all debts, liabilities and obligations of the companyhave been paid and discharged or adequate provision shall have been madetherefor, and all of the remaining property and assets of the company shallhave been distributed to the members pursuant to the provisions of sections393.825 to 393.861 and section 393.175, the board of directors shallauthorize the execution of articles of dissolution which shall thereupon beexecuted and acknowledged on behalf of the company by its president or vicepresident, and its corporate seal shall be affixed thereto and attested byits secretary. Such articles of dissolution shall recite in the captionthat they are executed pursuant to sections 393.825 to 393.861 and section393.175 and shall state:
a. The name of the nonprofit sewer company;
b. The address of the principal office of the company;
c. That the company has heretofore delivered to the secretary ofstate a certificate of election to dissolve and the date on which thecertificate was filed by the secretary of state in the records of hisoffice;
d. That all debts, obligations and liabilities of the company havebeen paid and discharged or that adequate provision has been made therefor;
e. That all the remaining property and assets of the company havebeen distributed among the members in accordance with the provisions ofsections 393.825 to 393.861 and section 393.175; and
f. That there are no actions or suits pending against the company;
(b) The president or vice president executing the articles ofdissolution shall also make and annex thereto an affidavit stating that theprovisions of this section were duly complied with;
(c) Such articles of dissolution and affidavit, accompanied by proofof the publication required in this section, shall be submitted to thesecretary of state for filing.
