N.Y. Rural Electric Cooperative Law § 35: Dissolution

§ 35. Dissolution. (a) A cooperative which has not commenced business

may be dissolved by filing in the department of state articles of

dissolution which shall be executed and acknowledged on behalf of the

cooperative by a majority of the incorporators and which shall state:

(1) the name of the cooperative; (2) the address of its principal

office; (3) that the cooperative has not commenced business; (4) that

any sums received by the cooperative, less any part thereof disbursed

for expenses of the cooperative, have been returned or paid to those

entitled thereto; (5) that no debt of the cooperative is unpaid; and (6)

that a majority of the incorporators elect that the cooperative be

dissolved.

(b) A cooperative which has commenced business may be dissolved in the

following manner: The members at any meeting shall approve, by the

affirmative vote of not less than two-thirds of the total members of the

cooperative, a proposal that the cooperative be dissolved. Upon such

approval, a certificate of election to dissolve (hereinafter designated

the "certificate"), executed and acknowledged on behalf of the

cooperative by its president or vice-president under its seal, attested

by its secretary, and stating: (1) the name of the cooperative; (2) the

address of its principal office; and (3) that the members of the

cooperative have duly voted that the cooperative be dissolved, shall,

together with an affidavit made by its president or vice-president

executing the certificate, stating that the statements in the

certificate are true, be filed in the department of state. Upon the

filing of the certificate and affidavit in the department of state, the

cooperative shall cease to carry on its business except to the extent

necessary for the winding up thereof, but its corporate existence shall

continue until articles of dissolution have been filed in the department

of state. The board of directors shall immediately cause notice of the

dissolution proceedings to be mailed to each known creditor of and

claimant against the cooperative and to be published once a week for two

successive weeks in a newspaper of general circulation in the county in

which the principal office of the cooperative is located. The board of

directors shall wind up and settle the affairs of the cooperative,

collect sums owing to it, liquidate its property and assets, pay and

discharge its debts, obligations and liabilities, and do all other

things required to wind up its business, and after paying or discharging

or adequately providing for the payment or discharge of all its debts,

obligations and liabilities, shall distribute any remaining sums among

its members and former members in proportion to the patronage of the

respective members or former members during the seven years next

preceding the date of the filing of the certificate in the department of

state, or if the cooperative has not been in existence for such period,

then during the period of its existence prior to such filing. The board

of directors shall thereupon authorize the execution of articles of

dissolution, which shall be executed and acknowledged on behalf of the

cooperative by its president or vice-president, and its seal shall be

affixed thereto and attested by its secretary. The articles of

dissolution shall recite that they are executed pursuant to this chapter

and shall state: (1) the name of the cooperative; (2) the address of its

principal office; (3) the date on which the certificate of election to

dissolve was filed in the department of state; (4) that there are no

actions or suits pending against the cooperative; (5) that all debts,

obligations and liabilities of the cooperative have been paid and

discharged or that adequate provision has been made therefor; and (6)

that the preceding provisions of this subsection have been duly complied

with. The president or vice-president executing the articles of

dissolution shall make and annex thereto an affidavit stating that the

statements made therein are true.