Sec. 33-232. Dissolution.
Sec. 33-232. Dissolution. (a) A cooperative which has not commenced business
may be dissolved by delivering to the Secretary of the State articles of dissolution, which
shall be executed and acknowledged 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 two-thirds of those members voting thereon at such meeting, a proposal that the
cooperative be dissolved. Upon such approval, a certificate of election to dissolve, hereinafter designated the "certificate", executed and acknowledged on behalf of the cooperative by its president or vice president under its seal, 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 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 the State
for filing. Upon the filing of the certificate and affidavit with the Secretary of the 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 with the Secretary of the 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 of 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 with the Secretary of the 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 and acknowledged on behalf of the cooperative by
its president or vice president and its seal shall be affixed thereto and attested by its
secretary. The articles of dissolution shall recite that they are executed pursuant to this
chapter 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 with the
Secretary of the 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 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.
(1949 Rev., S. 5341.)