KRS 272A.12-050: Voluntary dissolution by board of directors and members.

(1) Except as otherwise provided in KRS 272A.12 -040, for a limited cooperative

association to voluntarily dissolve:

(a) A resolution to dissolve shall be approved by a majority vote of the board of

directors unless a greater percentage is required by the organic rules;

(b) The board of directors shall call a members meeting to consider the resolution,

to be held not later than ninety (90) days after adoption of the resolution; and

(c) The board of directors shall mail or otherwise transmit or deliver to each

member in a record that complies with KRS 272A.5-070:

1. The resolution required by paragraph (a) of this subsection;

2. A recommendation that the members vote in favor of the resolution or, if

the board determines that because of conflict of interest or oth er special

circumstances it should not make a favorable recommendation, the basis

of that determination; and

3. Notice of the members meeting, which shall be given in the same

manner as notice of a special meeting of members.

(2) Subject to subsection (3) of this section, a resolution to dissolve shall be approved

by:

(a) At least two-thirds (2/3) of the voting power of members present at a members

meeting called under subsection (1)(b) of this section; and

(b) 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.

(3) The organic rules may require that the percentage of votes under subsection (2)(b)

of this section is:

(a) A different percentage that is not less than a majority of members voting at the

meeting; or

(b) Measured against the voting power of all members; or

(c) A combination of paragraphs (a) and (b) of this subsection.