(1) A cooperative may sell, lease, exchange, or otherwise dispose of all, or
substantially all, of its property, with or without its good will, only on the terms and
conditions and for the consideration determined by the board and if the board
proposes or submits and the members approve the transaction. A sale, lease,
exchange, or other disposition of all, or substantially all, of the property of a
cooperative, with or without its good will, in connection with its dissolution, other
than pursuant to a court order, shall be subject to the requirements of this section;
but a sale, lease, exchange, or other disposition of all, or substantially all, of the
property of a cooperative, with or without its good will, pursuant to a court order
shall not be subject to the requirements of this section. If a resolution to dissolve
the cooperative that is adopted by the members of a cooperative pursuant to
section 7-56-702 contemplates the sale of all or substantially all of the
cooperative's property in connection with the dissolution, the adoption of that
resolution by the members shall also be an authorization to sell all or substantially
all of the cooperative's property pursuant to this section.
(2) If a cooperative is entitled to vote or otherwise consent, other than in the
usual and regular course of its business, with respect to the sale, lease, exchange,
or other disposition of all, or substantially all, of its property with or without the
good will of another entity that it controls, and if the shares or other interests held
by the cooperative in such other entity constitute all, or substantially all, of the
property of the cooperative, then the cooperative shall consent to such transaction
only if its board proposes and its members approve the giving of consent.
(3) For a transaction described in subsection (1) of this section or a consent
described in subsection (2) of this section to be approved by the members:
(a) The board, by a two-thirds majority vote of all its members, shall
recommend the transaction or the consent to the members unless the board
determines that, because of conflict of interest or other special circumstances, it
should make no recommendation and communicates the basis for its determination
to the members with the submission of the transaction or the consent; and
(b) The members entitled to vote on the transaction or the consent shall
approve the transaction or the consent as provided in subsection (6) of this section.
(4) The board may condition the effectiveness of the transaction or the
consent on any basis.
(5) The cooperative shall give proper notice to each member entitled to vote
on the transaction described in subsection (1) of this section or the consent
described in subsection (2) of this section of the members' meeting at which the
transaction or the consent will be voted upon. The notice shall:
(a) State that the purpose, or one of the purposes, of the meeting is to
consider:
(I) In the case of action pursuant to subsection (1) of this section, the sale,
lease, exchange, or other disposition of all, or substantially all, of the property of
the cooperative; or
(II) In the case of action pursuant to subsection (2) of this section, the
cooperative's consent to the sale, lease, exchange, or other disposition of all, or
substantially all, of the property of another entity, which entity shall be identified in
the notice, shares or other interests of which are held by the cooperative and
constitute all, or substantially all, of the property of the cooperative; and
(b) Contain or be accompanied by a description of the transaction, in the
case of action pursuant to subsection (1) of this section, or by a description of the
transaction underlying the consent, in the case of action pursuant to subsection (2)
of this section.
(6) Member approval of a transaction or consent described in subsections (1)
and (2) of this section shall require an affirmative vote of two-thirds majority of the
members present and voting in person or in any other manner authorized by the
cooperative pursuant to section 7-56-305 (1); but the two-thirds voting requirement
may be reduced to not less than a majority of the members present and voting in
person or in any other manner authorized by the cooperative pursuant to section 7-56-305 (1), or may be increased to up to two-thirds of all members entitled to vote,
by a provision contained in the articles or bylaws of the cooperative. The
cooperative may also provide in its articles or bylaws for different voting
requirements with respect to a transaction between one or more cooperatives
subject to this article or similar law of other states and between the cooperative
and one or more entities formed under or subject to different law of this or other
states. A cooperative may not permit proportional voting to apply to a vote of
members with respect to the sale of all or substantially all of the property of the
cooperative pursuant to this section.
(7) After a transaction described in subsection (1) of this section or a consent
described in subsection (2) of this section is authorized, the transaction may be
abandoned or the consent withheld or revoked, subject to any contractual rights or
other limitations on such abandonment, withholding, or revocation, by a unanimous
vote of the board or the vote of two-thirds of all the members.
(8) If the members do not approve of a transaction or consent as described in
subsections (1) and (2) of this section, the board may prohibit the consideration and
submittal of a similar proposal to the members for a period of two years following
the members' vote.