394.240. Dissolution of cooperative--procedure.
Dissolution of cooperative--procedure.
394.240. 1. A cooperative which has not commenced businessmay dissolve voluntarily by delivering to the secretary of statearticles of dissolution, executed and acknowledged in duplicateon behalf of the cooperative by a majority of the incorporators,which shall state:
(1) The name of the cooperative;
(2) The address of its principal office;
(3) The date of its incorporation;
(4) That the cooperative has not commenced business;
(5) That the amount, if any, actually paid in on account ofmembership fees, less any part thereof disbursed for necessaryexpenses, has been returned to those entitled thereto and thatall easements shall have been released to the grantors;
(6) That no debt of the cooperative remains unpaid; and
(7) That a majority of the incorporators elect that thecooperative be dissolved.
2. Such articles of dissolution shall be submitted to thesecretary of state for filing as provided in this chapter.
3. A cooperative which has commenced business may dissolvevoluntarily and wind up its affairs in the following manner:
(1) The board of directors shall first recommend that thecooperative be dissolved voluntarily and thereafter theproposition that the cooperative be dissolved shall be submittedto the members of the cooperative at any annual or specialmeeting the notice of which shall set forth such proposition.The proposed voluntary dissolution shall be deemed to be approvedupon the affirmative vote of not less than a majority of themembers;
(2) Upon such approval, a certificate of election todissolve, herein designated the "certificate", shall be executedand acknowledged in duplicate on behalf of the cooperative by itspresident or vice president, and its corporate seal shall beaffixed thereto and attested by its secretary. The certificateshall state:
(a) The name of the cooperative;
(b) The address of its principal office;
(c) The names and addresses of its directors; and
(d) The total number of members of the cooperative and thenumber of members who voted for and against the voluntarydissolution of the cooperative. The president or vice presidentexecuting the certificate shall also make and annex thereto anaffidavit stating that the provisions of subsection 3 were dulycomplied with. Such certificate and affidavit shall be submittedto the secretary of state for filing as provided in this chapter;
(3) Upon the filing of the certificate and affidavit by thesecretary of state, the cooperative shall cease to carry on itsbusiness except insofar as may be necessary for the winding upthereof, but its corporate existence shall continue untilarticles of dissolution have been filed by the secretary ofstate;
(4) After the filing of the certificate and affidavit by thesecretary of state the board of directors shall immediately causenotice of the winding up proceedings to be mailed to each knowncreditor and claimant and to be published once a week for twosuccessive weeks in a newspaper of general circulation in thecounty in which the principal office of the cooperative islocated;
(5) The board of directors shall become trustees and havefull power to wind up and settle the affairs of the cooperativeand shall proceed to collect the debts owing to the cooperative,convey and dispose of its property and assets, pay, satisfy, anddischarge its debts, obligations, and liabilities, and do allother things required to liquidate its business and affairs, andafter paying or adequately providing for the payment of all itsdebts, obligations and liabilities, shall distribute theremainder of its property and assets among its members inproportion to the aggregate patronage of each such member duringthe seven years next preceding the date of such filing of thecertificate, or, if the cooperative shall not have been inexistence for such period, during the period of its existence;and
(6) (a) When all debts, liabilities and obligations of thecooperative have been paid and discharged or adequate provisionshall have been made therefor, and all of the remaining propertyand assets of the cooperative shall have been distributed to themembers pursuant to the provisions of this section, the board oftrustees shall authorize the execution of articles of dissolutionwhich shall thereupon be executed and acknowledged on behalf ofthe cooperative by its president or vice president, and itscorporate seal shall be affixed thereto and attested by itssecretary. Such articles of dissolution shall recite in thecaption that they are executed pursuant to this chapter and shallstate:
a. The name of the cooperative;
b. The address of the principal office of the cooperative;
c. That the cooperative has heretofore delivered to thesecretary of state a certificate of election to dissolve and thedate on which the certificate was filed by the secretary of statein the records of his office;
d. That all debts, obligations and liabilities of thecooperative have been paid and discharged or that adequateprovision has been made therefor;
e. That all the remaining property and assets of thecooperative have been distributed among the members in accordancewith the provisions of this section; and
f. That there are no actions or suits pending against thecooperative.
(b) The president or vice president executing the articlesof dissolution shall also make and annex thereto an affidavitstating that the provisions of this subsection were duly compliedwith;
(c) Such articles of dissolution and affidavit accompaniedby proof of the publication required in this subsection, shall besubmitted to the secretary of state for filing as provided inthis chapter.
(RSMo 1939 § 5403)