NY Rural Elec Coop L § 35 (2021)
2021 New York Laws REL - Rural Electric Cooperative Article 3 - Amendment; Consolidation; Merger; and Dissolution 35 - Dissolution.

§ 35. Dissolution.  (a) A cooperative which has not commenced business may be dissolved by filing  in  the  department  of  state  articles  of dissolution  which  shall  be executed and acknowledged on behalf of the cooperative by a majority of the incorporators and  which  shall  state: (1)  the  name  of  the  cooperative;  (2)  the address of its principal office; (3) that the cooperative has not commenced  business;  (4)  that any  sums  received  by the cooperative, less any part thereof disbursed for expenses of the cooperative, have been returned  or  paid  to  those entitled thereto; (5) that no debt of the cooperative is unpaid; and (6) that  a  majority  of  the  incorporators  elect that the cooperative be dissolved.  (b) A cooperative which has commenced business may be dissolved in the following manner: The members at  any  meeting  shall  approve,  by  the affirmative vote of not less than two-thirds of the total members of the cooperative,  a  proposal  that the cooperative be dissolved.  Upon such approval, a certificate of election to dissolve (hereinafter  designated the   "certificate"),   executed  and  acknowledged  on  behalf  of  the cooperative by its president or vice-president under its seal,  attested by  its secretary, and stating: (1) the name of the cooperative; (2) the address of its principal  office;  and  (3)  that  the  members  of  the cooperative  have  duly  voted that the cooperative be dissolved, shall, together with an affidavit  made  by  its  president  or  vice-president executing   the   certificate,   stating  that  the  statements  in  the certificate are true, be filed in the  department  of  state.  Upon  the filing  of the certificate and affidavit in the department of state, the cooperative shall cease to carry on its business except  to  the  extent necessary  for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed in the department of state. The board of directors shall immediately cause notice  of  the dissolution  proceedings  to  be  mailed  to  each known creditor of and claimant against the cooperative and to be published once a week for two successive weeks in a newspaper of general circulation in the county  in which  the principal office of the cooperative is located.  The board of directors shall wind up and  settle  the  affairs  of  the  cooperative, collect  sums  owing  to  it, liquidate its property and assets, pay and discharge its debts, obligations  and  liabilities,  and  do  all  other things required to wind up its business, and after paying or discharging or  adequately  providing for the payment or discharge of all its debts, obligations and liabilities, shall distribute any remaining  sums  among its  members  and  former  members in proportion to the patronage of the respective members  or  former  members  during  the  seven  years  next preceding the date of the filing of the certificate in the department of state,  or if the cooperative has not been in existence for such period, then during the period of its existence prior to such filing. The  board of  directors  shall  thereupon  authorize  the execution of articles of dissolution, which shall be executed and acknowledged on behalf  of  the cooperative  by  its  president or vice-president, and its seal shall be affixed  thereto  and  attested  by  its  secretary.  The  articles   of dissolution shall recite that they are executed pursuant to this chapter and shall state: (1) the name of the cooperative; (2) the address of its principal  office;  (3) the date on which the certificate of election to dissolve was filed in the department of state; (4)  that  there  are  no actions  or  suits  pending against the cooperative; (5) that all debts, obligations and liabilities  of  the  cooperative  have  been  paid  and discharged  or  that  adequate provision has been made therefor; and (6) that the preceding provisions of this subsection have been duly complied with.  The  president  or  vice-president  executing  the  articles   of  dissolution  shall  make and annex thereto an affidavit stating that the statements made therein are true.