New York Consolidated Laws, Cooperative Corporations Law - CCO § 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.


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