Section 3028 - Dissolution of cooperativesA cooperative that has commenced business may be dissolved in the following manner: The members at a meeting shall approve, by the affirmative vote of not less than two-thirds of the members voting at a meeting, a proposal that the cooperative be dissolved. Upon approval, a certificate of election to dissolve, designated the "certificate," executed under oath and acknowledged on behalf of the cooperative by its president or vice president under its seal, attested by its secretary, and stating:
(1) the name of the cooperative; (2) the address of its principal office; and (3) that the members of the cooperative have duly voted that the cooperative be dissolved, shall be filed with the Secretary of State. Upon filing of a certificate by the Secretary of State, the cooperative shall cease to carry on its business except to the extent necessary for the winding up , but its corporate existence shall continue until a certificate of dissolution has been filed by the Secretary of State. 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 to 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. The board of directors shall wind up and settle the affairs of the cooperative; collect sums owing to it; liquidate its property and assets; pay and discharge its debts, obligations, and liabilities; 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, the board shall distribute any remaining sums among its members and former members in proportion to the patronage of the respective members or former members during the seven years next preceding the date of the filing of the certificate by the Secretary of State, or if the cooperative has not been in existence for such period, then during the period of its existence prior to the filing. The board of directors shall authorize the execution of a certificate of dissolution, which shall be executed and acknowledged on behalf of the cooperative by its president or vice president, and its seal shall be affixed to it and attested by its secretary. The certificate of dissolution shall recite that it is executed pursuant to this chapter and shall state: (1) the name of the cooperative; (2) the address of its principal office; (3) the date on which the certificate of election to dissolve was filed by the Secretary of State; (4) that there are no actions or suits pending against the cooperative; (5) that all debts, obligations, and liabilities of the cooperative have been paid and discharged or that adequate provision has been made ; and (6) that the provisions of this chapter relative to dissolution have been duly complied with. The president or vice president executing the certificate of dissolution shall make and attach to an affidavit stating that the statements made in it are true.Amended by 2024 , No. 85, § 424, eff. 7/1/2024.Amended 1999, No. 143 (Adj. Sess.) , § 19.