§ 17 — Voluntary dissolution

New York § 17

• Jurisdiction: New York
• Law CCO: Cooperative Corporations
• Art. 2: Formation and Dissolution of Cooperative Corporations; Classes; Powers; By-laws

Text

§ 17. Voluntary dissolution. A cooperative corporation may, at any\nmeeting and upon due and express notice previously given, by vote of\ntwo-thirds of all of the members or stockholders voting thereon,\ndiscontinue its operations and settle its affairs.\n Thereupon it shall designate a committee of three members who shall,\non behalf of the corporation and within a time fixed in their\ndesignation or any extension thereof, liquidate its assets, pay its\ndebts and expenses, and divide the net assets among the members, patrons\nor stockholders, as they may be entitled under the certificate of\nincorporation or by-laws. Upon final settlement by such committee, the\ncorporation shall be deemed dissolved. The committee shall make a report\nin duplicate of the proceedings had under this section, which shall be\nsigned by its members, acknowledged by them before an officer duly\nauthorized to administer oaths in this state, and filed in the offices\nin which its certificate of incorporation is filed.\n In the case of a cooperative corporation which has adopted the\ndelegate plan of voting at a convention, as provided in this chapter,\nthe vote to be taken as provided herein may be taken at a convention\nmeeting and the required vote shall be two-thirds of the delegates\npresent and voting.\n After the payment of the corporation's debts and after provision has\nbeen made for the retirement of its capital stock outstanding, if any,\nat par, or other stated dissolution value, and accruals thereon, and\nother fixed obligations, if any, held by members, the net assets\nremaining may be distributed to members and/or patrons by distribution\nbased on dollar volume of purchases by members or patrons or other unit\nof measure or on products marketed as shown by its books of account over\nthe preceding six fiscal years or in case the estimated cost of making\ndistribution by the foregoing method shall, in the opinion of the\ncommittee, approximate fifty per centum of the amount available for\ndistribution, the corporation may dispose of its net assets by pricing\nits inventory downward or raising its advances to members or both to the\nextent deemed desirable to finally wind up its affairs in the current\nfiscal year.\n