272.325 Dissolution of association -- Procedure.
489 words·~2 min read·
/ky/chapter-272/272-325A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(1)An association may discontinue its operations, settle its affairs, and voluntarily
dissolve upon the affirmative vote of not less than two-thirds (2/3) of the votes
entitled to be cast by its members present in person, or by proxy (if permitted by the
bylaws), and voting, or if the association has adopted a delegate plan of voting,
upon the affirmative vote of not less than two-thirds (2/3) of the delegates present in
person and voting, at any annual or special meeting duly called and convened.
(2)An association so determining to dissolve and wind up, shall designate a committee
of three
(3)of its members, who shall, on behalf of the association and within the
time fixed in their designation, or any extension thereof, liquidate the association's
assets, pay its debts and expenses, including as appropriate entering into agreements
with creditors for the satisfaction thereof, and divide its net assets among the
members and stockholders pursuant to its articles of incorporation, bylaws, or
contracts with members; upon final settlement by such committee, the association
shall be dissolved. The committee shall prepare a report of the proceedings had
under this section. The report shall be subscribed by the committee members and
acknowledged by them before an officer authorized by the law of this state to certify
acknowledgments of deeds and conveyances; and shall be filed and recorded in
accordance with the statute relating to corporations generally, and when so filed the
report, or certified copies thereof, shall be received in all the courts of this state, and
other places, as prima facie evidence of the facts contained therein, and of the due
dissolution of such association. A copy of the report, indorsed by the Secretary of
State with the fact and time of recording in his office, shall be filed with the dean of
the College of Agriculture of the University of Kentucky and with the
Commissioner, Department of Agriculture.
(3)After the payment of the association's debts and after provision has been made for
the retirement of its capital stock outstanding, if any, at par and accruals thereon,
and other fixed obligations, if any, held by members, the net assets remaining if no
provision is made in the association's articles of incorporation, bylaws, or contracts
with members may be distributed to members and other patrons by distribution
based on dollar volume of purchases by such members and patrons or other unit of
measure or on products marketed as shown by the association books over the
preceding five
(5)fiscal years or if the estimated cost of making such distribution,
in the opinion of the committee approximate more than fifty percent (50%) of the
amount available for distribution, the association may dispose of its net assets by
converting them to cash and paying the money over to the College of Agriculture of
the University of Kentucky, or to any nonprofit farm organization operating within
the areas served by the cooperative.