§18-441-1205. Voluntary dissolution by the board and members.
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VOLUNTARY DISSOLUTION BY THE BOARD AND MEMBERS.
(a)Except as otherwise provided in Section 105 of this act, for a limited cooperative association to voluntarily dissolve:
(1)A resolution to dissolve must 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 must call a members meeting to consider the resolution, to be held not later than ninety
(90)days after adoption of the resolution; and
(3)The board of directors must mail or otherwise transmit or deliver to each member in a record that complies with Section 47 of this act:
(A)the resolution required by paragraph
(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 must 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 must be approved by:
(1)At least two-thirds (2/3) of the voting power of members present at a members meeting called under paragraph
(2)of subsection
(a)of this section; and
(2)If the limited cooperative association 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 paragraph
(1)of subsection
(b)of this section is:
(1)A different percentage that is not less than a majority of members voting at the meeting; or
(2)Measured against the voting power of all members; or
(3)A combination of paragraphs
(1)and
(2)of this subsection. Added by Laws 2009, c. 68, § 106, eff. Jan. 1, 2010.