16-16-1205 - Voluntary dissolution by the board and members.
16-16-1205. Voluntary dissolution by the board and members.
(1) Except as otherwise provided in Section 16-16-1204, for a limited cooperativeassociation to voluntarily dissolve:
(a) a resolution to dissolve shall be approved by a majority vote of the board of directorsunless a greater percentage is required by the organic rules;
(b) the board of directors shall call a members meeting to consider the resolution, to beheld not later than 90 days after adoption of the resolution; and
(c) the board of directors shall mail or otherwise transmit or deliver to each member in arecord that complies with Section 16-16-508:
(i) the resolution required by Subsection (1)(a);
(ii) a recommendation that the members vote in favor of the resolution or, if the boarddetermines that because of conflict of interest or other special circumstances it should not make afavorable recommendation, the basis of that determination; and
(iii) notice of the members meeting, which shall be given in the same manner as notice ofa special meeting of members.
(2) Subject to Subsection (3), a resolution to dissolve shall be approved by:
(a) at least two-thirds of the voting power of members present at a members meetingcalled under Subsection (1)(b); and
(b) if the limited cooperative association has investor members, at least a majority of thevotes cast by patron members, unless the organic rules require a greater percentage.
(3) The organic rules may require that the percentage of votes under Subsection (2)(a) is:
(a) a different percentage that is not less than a majority of members voting at themeeting;
(b) measured against the voting power of all members; or
(c) a combination of Subsections (3)(a) and (b).
Amended by Chapter 378, 2010 General Session