{"data":{"id":"us-ky/krs-272.325","jurisdiction":"us-ky","citation":"KRS 272.325","heading":"Dissolution of association -- Procedure.","body":"(1) An association may discontinue its operations, settle its affairs, and voluntarily\ndissolve upon the affirmative vote of not less than two -thirds (2/3) of the votes\nentitled to be cast by its members present in person, or by proxy (if permitted by the\nbylaws), and voting, or if the association has adopted a delegate plan of voting,\nupon the affirmative vote of not less than two-thirds (2/3) of the delegates present in\nperson and voting, at any annual or special meeting duly called and convened.\n(2) An association so determining to dissolve and wind up, shall designate a committee\nof three (3) of its members, who shall, on behalf of the association and within the\ntime fixed in their designation, or any extension thereof, liquidate the association's\nassets, pay its debts and expenses, including as appropriate entering into agreements\nwith creditors for the satisfaction thereof, and divide its net assets among the\nmembers and stockholders pursuant to its articles of incorporation, bylaws, or\ncontracts with membe rs; upon final settlement by such committee, the association\nshall be dissolved. The committee shall prepare a report of the proceedings had\nunder this section. The report shall be subscribed by the committee members and\nacknowledged by them before an officer authorized by the law of this state to certify\nacknowledgments of deeds and conveyances; and shall be filed and recorded in\naccordance with the statute relating to corporations generally, and when so filed the\nreport, or certified copies thereof, shall be received in all the courts of this state, and\nother places, as prima facie evidence of the facts contained therein, and of the due\ndissolution of such association. A copy of the report, indorsed by the Secretary of\nState with the fact and time of recording in his office, shall be filed with the dean of\nthe College of Agriculture of the University of Kentucky and with the\nCommissioner, Department of Agriculture.\n(3) After the payment of the association's debts and after provision has been made for\nthe retirement of its capital stock outstanding, if any, at par and accruals thereon,\nand other fixed obligations, if any, held by members, the net assets remaining if no\nprovision is made in the association's articles of incorporation, bylaws, or contracts\nwith members may be distributed to members and other patrons by distribution\nbased on dollar volume of purchases by such members and patrons or other unit of\nmeasure or on products marketed as shown by the association books over the\npreceding five (5) fiscal y ears or if the estimated cost of making such distribution,\nin the opinion of the committee approximate more than fifty percent (50%) of the\namount available for distribution, the association may dispose of its net assets by\nconverting them to cash and paying the money over to the College of Agriculture of\nthe University of Kentucky, or to any nonprofit farm organization operating within\nthe areas served by the cooperative.","path":["KRS Chapter 272"],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=40438","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:21Z","sha256":"7ebce4a6d7620449340edda99ac856162655c8d4f23818c6a0249892a783ef60","source_id":"us-ky","stale":false,"prev":"us-ky/krs-272.321","next":"us-ky/krs-272.330"},"notice":"GroundRules: Original legal text. Not legal advice."}