§ 17-10-237 — Liquidation

(a) A cooperative shall be liquidated as provided in the
articles in a manner consistent with other business entities
organized in this state or if not provided, may be liquidated in
the same manner as a limited liability company organized in this
state or the members may authorize a liquidation by adopting a
resolution at a members' meeting. The notice of the members'
meeting shall include a statement that the disposition of all of
the assets of the cooperative will be considered at the meeting.
If a quorum is present in person, by mail ballot, or alternative
method approved by the board at the members' meeting, the
resolution approving of the liquidation is adopted if:
(i) Approved by two-thirds (2/3) of the votes cast;
or
(ii) For a cooperative with articles or bylaws
requiring more than two-thirds (2/3) for approval or other
conditions for approval, the resolution is approved by the
proportion of the votes cast or a number of total members as
required by the articles or bylaws and the conditions for
approval in the articles or bylaws have been satisfied.
(b) The board of directors by resolution may liquidate a
cooperative if the board obtains an opinion of an accountant
that the cooperative is unlikely to continue as a business based
on its current finances.