Title 10 – Corporations and Associations

Chapter 19 – Not for Profit Corporations and associations, Cooperatives and Fraternal and Benevolent societies

Article 2 – Electric Cooperative Nonprofit Membership Corporations

• A. A cooperative that has not commenced business may be dissolved by delivering to the corporation commission articles of dissolution, which shall be executed by the cooperative and which shall state:
• 1. The name of the cooperative.
• 2. The address of its principal office.
• 3. That the cooperative has not commenced business.
• 4. That any monies received by the cooperative, less any part disbursed for expenses of the cooperative, have been returned or paid to those entitled to the monies.
• 5. That no debt of the cooperative is unpaid.
• 6. That a majority of the incorporators elect that the cooperative be dissolved.
• B. A cooperative that has commenced business may be dissolved in the following manner:
• 1. The proposition to dissolve shall be submitted to the members of the cooperative at any annual or special meeting, the notice of which shall set forth the proposition.
• 2. The members at the meeting shall approve, by the affirmative vote of not less than a majority of all members of the cooperative, the proposition that the cooperative be dissolved.
• 3. On approval, a certificate of election to dissolve, designated in this subsection as the "certificate", shall be executed by the cooperative.
• 4. The certificate shall state:
• (a) The name of the cooperative.
• (b) The address of its principal office.
• (c) That the members of the cooperative have duly voted that the cooperative be dissolved.
• 5. The certificate shall be submitted to the corporation commission for filing.
• 6. On filing the certificate with the corporation commission the cooperative shall cease to carry on its business except to the extent necessary for winding up, but its corporate existence shall continue until articles of dissolution have been filed with the corporation commission.
• 7. The board of directors shall immediately cause notice of the dissolution proceedings to be mailed to each known creditor of and claimant against the cooperative, and such notice shall be published once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the cooperative is located.
• 8. The board of directors shall wind up and settle the affairs of the cooperative, collect monies owing to it, liquidate its property and assets, pay and discharge its debts, obligations and liabilities, other than those to patrons arising by reason of their patronage, and do all other things required to wind up its business. After paying or discharging or adequately providing for the payment or discharge of all its debts, obligations and liabilities, other than those to patrons arising by reason of their patronage, the board of directors shall distribute any remaining sums, first to patrons for the pro rata return of all amounts standing to their credit by reason of their patronage, and second to members for the pro rata repayment of membership fees. Any sums then remaining shall be distributed among its members and former members in proportion to their patronage.
• 9. The board of directors shall thereupon authorize the execution of articles of dissolution, which shall be executed by the cooperative.
• 10. The articles of dissolution shall recite that they are executed pursuant to this article and shall state:
• (a) The name of the cooperative.
• (b) The address of its principal office.
• (c) The date on which the certificate of election to dissolve was filed by the corporation commission.
• (d) That there are no actions or suits pending against the cooperative.
• (e) That all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made for payment and discharge.
• (f) That the preceding provisions of this subsection have been duly complied with.
• 11. The articles of dissolution prepared pursuant to paragraph 10 of this subsection shall be delivered to the corporation commission for filing. Within sixty days after the corporation commission approves the filing, either of the following must occur:
• (a) A copy of the articles of dissolution shall be published. An affidavit evidencing the publication may be filed with the corporation commission.
• (b) The corporation commission shall input the information regarding the approval into the database as prescribed by section 10-130.