N.Y. REL Law § 35 — New York Code / Act REL / Article 3 / Section 35
Dissolution
Status: in_force

§ 35. Dissolution. (a) A cooperative which has not commenced business\nmay be dissolved by filing in the department of state articles of\ndissolution which shall be executed and acknowledged on behalf of the\ncooperative by a majority of the incorporators and which shall state:\n(1) the name of the cooperative; (2) the address of its principal\noffice; (3) that the cooperative has not commenced business; (4) that\nany sums received by the cooperative, less any part thereof disbursed\nfor expenses of the cooperative, have been returned or paid to those\nentitled thereto; (5) that no debt of the cooperative is unpaid; and (6)\nthat a majority of the incorporators elect that the cooperative be\ndissolved.\n  (b) A cooperative which has commenced business may be dissolved in the\nfollowing manner: The members at any meeting shall approve, by the\naffirmative vote of not less than two-thirds of the total members of the\ncooperative, a proposal that the cooperative be dissolved.  Upon such\napproval, a certificate of election to dissolve (hereinafter designated\nthe "certificate"), executed and acknowledged on behalf of the\ncooperative by its president or vice-president under its seal, attested\nby its secretary, and stating: (1) the name of the cooperative; (2) the\naddress of its principal office; and (3) that the members of the\ncooperative have duly voted that the cooperative be dissolved, shall,\ntogether with an affidavit made by its president or vice-president\nexecuting the certificate, stating that the statements in the\ncertificate are true, be filed in the department of state. Upon the\nfiling of the certificate and affidavit in the department of state, the\ncooperative shall cease to carry on its business except to the extent\nnecessary for the winding up thereof, but its corporate existence shall\ncontinue until articles of dissolution have been filed in the department\nof state. The board of directors shall immediately cause notice of the\ndissolution proceedings to be mailed to each known creditor of and\nclaimant against the cooperative and to be published once a week for two\nsuccessive weeks in a newspaper of general circulation in the county in\nwhich the principal office of the cooperative is located.  The board of\ndirectors shall wind up and settle the affairs of the cooperative,\ncollect sums owing to it, liquidate its property and assets, pay and\ndischarge its debts, obligations and liabilities, and do all other\nthings required to wind up its business, and after paying or discharging\nor adequately providing for the payment or discharge of all its debts,\nobligations and liabilities, shall distribute any remaining sums among\nits members and former members in proportion to the patronage of the\nrespective members or former members during the seven years next\npreceding the date of the filing of the certificate in the department of\nstate, or if the cooperative has not been in existence for such period,\nthen during the period of its existence prior to such filing. The board\nof directors shall thereupon authorize the execution of articles of\ndissolution, which shall be executed and acknowledged on behalf of the\ncooperative by its president or vice-president, and its seal shall be\naffixed thereto and attested by its secretary. The articles of\ndissolution shall recite that they are executed pursuant to this chapter\nand shall state: (1) the name of the cooperative; (2) the address of its\nprincipal office; (3) the date on which the certificate of election to\ndissolve was filed in the department of state; (4) that there are no\nactions or suits pending against the cooperative; (5) that all debts,\nobligations and liabilities of the cooperative have been paid and\ndischarged or that adequate provision has been made therefor; and (6)\nthat the preceding provisions of this subsection have been duly complied\nwith. The president or vice-president executing the articles of\ndissolution shall make and annex thereto an affidavit stating that the\nstatements made therein are true.\n