§ 17-10-244 — Court-ordered remedies or dissolution

Wyoming § 17-10-244

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 10: COOPERATIVE MARKETING ASSOCIATIONS
• Art. 2: PROCESSING COOPERATIVE

Text

(a) A court may grant equitable relief that it deems just
and reasonable in the circumstances or may dissolve a
cooperative and liquidate its assets and business in any of the
following circumstances:
(i) In a supervised voluntary dissolution that is
applied for by the cooperative;
(ii) In an action by a member when it is established
that:
(A) The directors or the persons having the
authority otherwise vested in the board are deadlocked in the
management of the cooperative's affairs and the members are
unable to break the deadlock;
(B) The directors or those in control of the
cooperative have acted fraudulently, illegally or in a manner
unfairly prejudicial toward one (1) or more members in their
capacities as members, directors or officers;
(C) The members of the cooperative are so
divided in voting power that, for a period that includes the
time when two (2) consecutive regular members' meetings were
held, they have failed to elect successors to directors whose
terms have expired or would have expired upon the election and
qualification of their successors;
(D) The cooperative assets are being misapplied
or wasted; or
(E) The period of duration as provided in the
articles has expired and has not been extended as provided in
this article.
(iii) In an action by a creditor when:
(A) The claim of the creditor against the
cooperative has been reduced to judgment and an execution on the
judgment has been returned unsatisfied; or
(B) The cooperative has admitted in writing that
the claim of the creditor against the cooperative is due and
owing and it is established that the cooperative is unable to
pay its debts in the ordinary course of business.
(iv) In an action by the attorney general to dissolve
the cooperative in accordance with this article when it is
established that a decree of dissolution is appropriate.
(b) In determining whether to order equitable relief or
dissolution, the court shall take into consideration the
financial condition of the cooperative but may not refuse to
order equitable relief or dissolution solely on the ground that
the cooperative has accumulated operating net income or current
operating net income.
(c) In deciding whether to order dissolution of the
cooperative, the court shall consider whether lesser relief
suggested by one (1) or more parties, such as a form of
equitable relief or a partial liquidation, would be adequate to
permanently relieve the circumstances established under
subparagraph (a)(ii)(B) or (C) of this section. Lesser relief
may be ordered if it would be appropriate under the facts and
circumstances of the case.
(d) If the court finds that a party to a proceeding
brought under this section has acted arbitrarily, vexatiously,
or otherwise not in good faith, the court may in its discretion
award reasonable expenses, including attorneys' fees and
disbursements, to any of the other parties.
(e) Proceedings under this section shall be brought in a
court within the county where the registered address of the
cooperative is located.
(f) It is not necessary to make members parties to the
action or proceeding unless relief is sought against them
personally.