{"data":{"id":"us-ut/utah-code-16-16-1205","jurisdiction":"us-ut","citation":"Utah Code § 16-16-1205","heading":"Voluntary dissolution by the board and members.","body":"(1) Except as otherwise provided in Section 16-16-1204, for a limited cooperative association to voluntarily dissolve:\n(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;\n(b) the board of directors shall call a members meeting to consider the resolution, to be held not later than 90 days after adoption of the resolution; and\n(c) the board of directors shall mail or otherwise transmit or deliver to each member in a record that complies with Section 16-16-508:\n(i) the resolution required by Subsection (1)(a);\n(ii) a recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and\n(iii) notice of the members meeting, which shall be given in the same manner as notice of a special meeting of members.\n(2) Subject to Subsection (3), a resolution to dissolve shall be approved by:\n(a) at least two-thirds of the voting power of members present at a members meeting called under Subsection (1)(b); and\n(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.\n(3) The organic rules may require that the percentage of votes under Subsection (2)(a) is:\n(a) a different percentage that is not less than a majority of members voting at the meeting;\n(b) measured against the voting power of all members; or\n(c) a combination of Subsections (3)(a) and (b).","path":["Title 16 Corporations","Chapter 16-16 Uniform Limited Cooperative Association Act","Part 16-16-12 Dissolution"],"source_url":"https://le.utah.gov/xcode/Title16/Chapter16/16-16-S1205.html","current_through":"2026 General Session","vintage":"","retrieved_at":"2026-09-03T11:34:33Z","sha256":"0e4c43246e6b457fd53e71f6467c88f47a7d23c98d9af6a83abe481874873e0f","source_id":"us-ut","stale":false,"prev":"us-ut/utah-code-16-16-1204","next":"us-ut/utah-code-16-16-1206"},"notice":"GroundRules: Original legal text. Not legal advice."}