13.1-332 - Voluntary dissolution.
§ 13.1-332. Voluntary dissolution.
(a) (1) The members of an association may at any regular meeting or anyspecial meeting called for the purpose, upon thirty days' notice of the time,place and object of the meeting having been given as prescribed in thebylaws, by two-thirds of the voting power voting thereon, discontinue theoperations of the association and direct that the association be dissolvedand its affairs settled. The meeting shall by like vote designate a committeeof three who, as trustees on behalf of the association and within the timefixed in their designation or any extension thereof, shall liquidate itsassets, pay its debts and divide any surplus among the members in accordancewith their respective rights and interests under their contracts with theassociation and the articles of incorporation and bylaws. A report of theproceedings had under this section, together with a list of the names andresidences of the directors and officers of the association, and the namesand residences of the trustees appointed, certified by the president and thesecretary, shall be filed in the office of the clerk of the Commission. TheCommission, upon being satisfied that the requirements of law have beencomplied with, shall issue a certificate of dissolution, and thereupon theassociation shall stand dissolved and the trustees shall proceed to settle upand adjust its business and affairs.
(2) Whenever all the members shall consent in writing to the dissolution andthe appointment of three trustees for winding up the affairs of theassociation, no meeting or notice thereof shall be necessary, but on filingsuch consent with the Commission, it shall issue a certificate ofdissolution, and the association shall stand dissolved and the said trusteesshall proceed to settle up and adjust its business and affairs.
(3) Whenever a certificate of dissolution has been issued by the Commission,it shall certify one copy of the certificate to the Commissioner ofAgriculture and Consumer Services and one copy to the Director of the StateAgricultural Extension Division.
(4) The trustees may bring and defend all actions by them deemed necessary toprotect and enforce the rights of the association.
(5) Any vacancies in the trusteeship may be filled by the remaining trustees.
(b) In the case of an association dissolving pursuant to this section, thecircuit court of the county or the circuit, corporation, or other courthaving equitable jurisdiction in the city where its principal office islocated, upon petition of the trustees or a majority of them, or in a propercase upon the petition of a creditor or member, or upon the petition of theAttorney General upon notice to all of the trustees and to such otherinterested persons as the court may specify, from time to time may order andadjudge in respect to the following matters:
(1) The giving of notice by publication or otherwise of the time and placefor the presentation of all claims and demands against the association, whichnotice may require all creditors of and claimants against the association topresent in writing and in detail at the place specified their respectiveaccounts and demands to the trustees by a day therein specified, which shallnot be less than forty days from the service or first publication of suchnotice;
(2) The payment or satisfaction in whole or in part of claims and demandsagainst the association, or the retention of moneys for such purpose;
(3) The presentation and filing of intermediate and final accounts of thetrustees, the hearing thereon, the allowance or disallowance thereof, and thedischarge of the trustees, or any of them, from their duties and liabilities;
(4) The administration of any trust or the disposition of any property heldin trust by or for the association;
(5) The sale and disposition of any remaining property of the association andthe distribution or division of such property or its proceeds among themembers or persons entitled thereto;
(6) Such matters as justice may require.
All such orders and judgments shall be binding upon the association, itsproperty and assets, its trustees, members, creditors and all persons havingclaims against it.
(1956, c. 428.)