§ 43-38-1002 — Voluntary dissolution

(a) A cooperative may be voluntarily dissolved by the written consent of its members in accordance with § 43-38-1008 . (b) A cooperative's board of directors may propose dissolution for submission to the members. (c) For a proposal to dissolve to be adopted: (1) The board of directors shall recommend dissolution to the members unless the board of directors determines that because of a conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members; and (2) The members entitled to vote shall approve the proposal to dissolve as provided in subsection (f). (d) The board of directors may condition its submission of the proposal for dissolution on any basis. (e) The cooperative shall notify each member, whether or not entitled to vote, of the proposed members' meeting in accordance with § 43-38-512 . The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the cooperative and that dissolution must be followed by the winding up and termination of the cooperative. (f) Unless the articles or the board of directors, acting pursuant to subsection (d), require a greater vote or a vote by voting groups, if the proposed dissolution is approved at a meeting by a majority vote, the cooperative must be dissolved and notice of dissolution shall be filed with the office of the secretary of state pursuant to § 43-38-1008 .

Legislative History

Acts 2004, ch. 534, § 32.