N.Y. Cooperative Corporations Law § 17: Voluntary dissolution

§ 17. Voluntary dissolution. A cooperative corporation may, at any

meeting and upon due and express notice previously given, by vote of

two-thirds of all of the members or stockholders voting thereon,

discontinue its operations and settle its affairs.

Thereupon it shall designate a committee of three members who shall,

on behalf of the corporation and within a time fixed in their

designation or any extension thereof, liquidate its assets, pay its

debts and expenses, and divide the net assets among the members, patrons

or stockholders, as they may be entitled under the certificate of

incorporation or by-laws. Upon final settlement by such committee, the

corporation shall be deemed dissolved. The committee shall make a report

in duplicate of the proceedings had under this section, which shall be

signed by its members, acknowledged by them before an officer duly

authorized to administer oaths in this state, and filed in the offices

in which its certificate of incorporation is filed.

In the case of a cooperative corporation which has adopted the

delegate plan of voting at a convention, as provided in this chapter,

the vote to be taken as provided herein may be taken at a convention

meeting and the required vote shall be two-thirds of the delegates

present and voting.

After the payment of the corporation's debts and after provision has

been made for the retirement of its capital stock outstanding, if any,

at par, or other stated dissolution value, and accruals thereon, and

other fixed obligations, if any, held by members, the net assets

remaining may be distributed to members and/or patrons by distribution

based on dollar volume of purchases by members or patrons or other unit

of measure or on products marketed as shown by its books of account over

the preceding six fiscal years or in case the estimated cost of making

distribution by the foregoing method shall, in the opinion of the

committee, approximate fifty per centum of the amount available for

distribution, the corporation may dispose of its net assets by pricing

its inventory downward or raising its advances to members or both to the

extent deemed desirable to finally wind up its affairs in the current

fiscal year.