62.708 Effect of dissolution

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62.708 Effect of dissolution.

(1)A dissolved cooperative continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including:

(a)Collecting its assets;

(b)Disposing of its properties that will not be distributed in kind to its members or shareholders;

(c)Discharging or making provision for discharging its liabilities;

(d)Distributing its remaining property among its members or shareholders according to their interests; and

(e)Doing every other act necessary to wind up and liquidate its business and affairs.

(2)Dissolution of a cooperative does not:

(a)Transfer title to the cooperative’s property;

(b)Prevent transfer of its shares, indebtedness or other equity interest, although the authorization to dissolve may provide for closing the cooperative’s share transfer records;

(c)Subject its directors or officers to standards of conduct different from those prescribed in this chapter;

(d)Change quorum or voting requirements for the board of directors, members or shareholders, change provisions for selection, resignation or removal of its directors or officers or both or change provisions for amending its bylaws;

(e)Prevent commencement of a proceeding by or against the cooperative in its corporate name;

(f)Abate or suspend a proceeding pending by or against the cooperative on the effective date of dissolution; or

(g)Terminate the authority of the registered agent of the cooperative. [1995 c.195 §28]