KRS 272.325: Dissolution of association -- Procedure.

(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 membe rs; 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 y ears 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.