Section 1205 - Voluntary dissolution by the board and members(a) Except as otherwise provided in section 1204 of this title, for a mutual benefit enterprise to voluntarily dissolve:(1) a resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;(2) the board of directors shall call a members' meeting to consider the resolution, to be held not later than 90 days after adoption of the resolution; and(3) the board of directors shall mail or otherwise transmit or deliver to each member in a record that complies with section 508 of this title:(A) the resolution required by subdivision (1) of this subsection;(B) a recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and(C) notice of the members' meeting, which shall be given in the same manner as notice of a special meeting of members.(b) Subject to subsection (c) of this section, a resolution to dissolve shall be approved by:(1) at least two-thirds of the voting power of members present at a members' meeting called under subdivision (a)(2) of this section; and(2) if the mutual benefit enterprise has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage.(c) The organic rules may require that the percentage of votes under subdivision (b)(1) of this section is:(1) a different percentage that is not less than a majority of members voting at the meeting;(2) measured against the voting power of all members; or(3) a combination of subdivisions (1) and (2) of this subsection.Added 2011, No. 84 (Adj. Sess.), § 1, eff. 4/20/2012.