Voluntary dissolution by the board and members

(a) Except as otherwise provided in § 29-1012.04, for a limited cooperative association to voluntarily dissolve: (1) A resolution to dissolve shall be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules; (2) The board of directors shall call a members meeting to consider the resolution, to be held not later than 90 days after adoption of the resolution; and (3) The board of directors shall mail or otherwise transmit or deliver to each member in a record that complies with § 29-1005.08: (A) The resolution required by paragraph (1) of this subsection; (B) A recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances, it should not make a favorable recommendation, the basis of that determination; and (C) Notice of the members meeting, which shall be given in the same manner as notice of a special meeting of members. (b) Subject to subsection (c) of this section, a resolution to dissolve shall be approved by: (1) At least 2/3 of the voting power of members present at a members meeting called under subsection (a)(2) of this section; and (2) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage. (c) The organic rules may require that the percentage of votes under subsection (b)(1) of this section shall be: (1) A different percentage that is not less than a majority of members voting at the meeting; or (2) Measured against the voting power of all members; or (3) A combination of paragraphs (1) and (2) of this subsection.