§ 2-10-35 — Dissolution of Marketing or Marketing and Purchasing Associations

Alabama § 2-10-35

• Jurisdiction: Alabama
• Title 2: Agriculture
• Ch. 10: Cooperatives and Associations
• Art. 2: Marketing Associations Generally

Text

(a) Any cooperative marketing corporation or association or mutual cooperative marketing or purchasing corporation or association organized under the laws of this state, may be dissolved in the mode and manner following:
(1) In any mode or manner now provided by law in this state for the dissolution of corporations;
(2) By proceedings in the circuit court in the county wherein the corporation or association was organized, under its statutory jurisdiction; or
(3) By complaint in the circuit court in the county wherein the corporation or association was or may be organized, in the manner provided in subsections (b) and (c) of this section.
(b) If the board of directors or other governing body shall deem it advisable to dissolve such corporation or association and shall adopt a resolution to that effect at any regular meeting of the board or other governing body or at any special meeting called for that purpose, 30 days’ notice of which shall have been given each member of such board or other governing body, such resolution to be adopted by a vote of not less than two thirds of its members and spread upon the minutes of such board or other governing body, and such members so voting for such dissolution may file a complaint in their names and in the name of the corporation or association against the remaining members or stockholders of such corporation or association in said circuit court for the purpose of effectuating such dissolution. But, if it shall be made to appear to the court or to the judge thereof that the stockholders or members of such corporation or association are, in the judgment of the court or judge, so numerous as to render it impracticable or inexpedient to bring them all before the court, and, in the judgment of the court or judge, a sufficient number, not less than 10 representative stockholders or members of such corporation or association are made defendants to such complaint, such court or judge may make an order directing personal service on the defendants named and that publication, in such manner and form as the court or judge may prescribe, be made as to all other members and parties interested once a week for four consecutive weeks in some newspaper of general circulation published in the county wherein such complaint is filed. If, upon the final hearing, such court shall find that a continuance of such corporation is impracticable or that it will be in the interest of the corporation or association that it be dissolved, it may make and enter a judgment dissolving said corporation and, upon such dissolution, may direct the business and affairs of said corporation to be wound up by the board of directors or other governing body of said corporation or association under the supervision and direction of the court, or the court may, in its discretion, appoint a receiver for that purpose. Such court may make all such orders and judgments as may be deemed necessary and proper to effectuate such dissolution, the winding up of the business of the association or corporation and the final disposition of the assets thereof, if any.
(c) If the corporation or association has ceased business and become and remained inactive in the transaction of its business affairs for 12 months or more or, if it has no board of directors or other governing body, such complaint for dissolution may be filed by and on behalf of 10 or more stockholders or members of such corporation or association and in the name of such corporation or association, in the manner and form provided for in subsection (b) of this section, and the court may make such order or judgment thereon as in said subsection authorized and provided.

Legislative History

(Acts 1935, No. 221, p. 611; Code 1940, T. 2, §114.)