2023 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.