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North Dakota Century Code Title 10. Corporations § 10-15-45. Voluntary dissolution

Current as of January 01, 2024 | Updated by FindLaw Staff

1. At any member meeting, whether or not a quorum is present, a cooperative may dissolve if:

a. Notice that a resolution for dissolution will be considered and acted upon has been given to all members and to all other persons entitled by the articles to vote thereon.

b. Such resolution is adopted by members holding three-fourths of the member votes cast thereon. The articles may permit stockholders to vote on the resolution for dissolution.

2. When the resolution is adopted, either a committee designated by the resolution or the board shall liquidate all assets and pay the net proceeds of such liquidation available for distribution to all persons entitled to the same by law, the articles, and the bylaws.

3. Articles of dissolution shall be signed by a majority of directors or of committee members and shall be sealed with the cooperative's seal, if any. They shall set forth:

a. The name of the cooperative.

b. The name and address of each director or committee member.

c. The date of adoption of the resolution of dissolution.

d. A statement that all liquidation activities have been completed.

4. The articles of dissolution shall be filed as provided in section 10-15-53, and thereupon the existence of the cooperative ceases.

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Cite this article: FindLaw.com - North Dakota Century Code Title 10. Corporations § 10-15-45. Voluntary dissolution - last updated January 01, 2024 | https://codes.findlaw.com/nd/title-10-corporations/nd-cent-code-sect-10-15-45/

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