§ 23-17-225 - Dissolution.
23-17-225. Dissolution.
(a) Any cooperative may dissolve by a two-thirds (2/3) vote of the members present at any regular meeting or at any special meeting of its members called for that purpose or by the vote required in the bylaws, whichever requires the greater number.
(b) A certificate of dissolution shall be signed by the president or vice president, attested by the secretary, certifying to the dissolution and stating that they have been authorized to execute and file the certificate by votes cast in person by a majority of the members of the cooperative.
(c) A certificate of dissolution shall be executed, acknowledged, filed, and recorded in the same manner as the original articles of incorporation of a cooperative organized under this subchapter.
(d) As soon as the Secretary of State accepts the certificate of dissolution for filing and recording and issues a certificate of dissolution, the cooperative shall be deemed to be dissolved.
(e) Immediately upon the filing of the certificate with the Secretary of State, the board of directors shall cause notice of the dissolution and winding-up proceedings to be mailed to each known creditor of and claimant against the cooperative and shall publish a copy of the notice of dissolution for one (1) week in a newspaper of bona fide circulation published in the county wherein the home office of the cooperative is located.
(f) However, the cooperative shall continue for the purpose of collecting its assets and paying, satisfying, and discharging any outstanding obligations, and for the purpose of doing all other acts required to adjust and wind up its business affairs, and may sue and be sued in its corporate name.
(g) Any assets remaining after all obligations of the cooperative have been satisfied or discharged, or their payment provided for, shall be used:
(1) In redeeming outstanding shares of capital stock, if any, at the par value thereof, plus accrued and unpaid dividends thereon;
(2) In redeeming certificates of memberships; and
(3) In paying to members and patrons of the cooperative, at the time of the filing of the certificate of dissolution, pro rata patronage profits.
(h) (1) Any cooperative which purports to have been incorporated or reincorporated as the result of a consolidation under this subchapter, but which has not complied with all the requirements for regular corporate existence nevertheless may file a certificate of dissolution in the same manner as a validly existing cooperative.
(2) A certificate of dissolution in such a case shall be authorized, executed, and filed in the same manner and shall have the same effect as is provided for validly existing cooperatives. The cooperative shall distribute its assets in the same manner as is provided for validly existing cooperatives.