16-16-1205. Voluntary dissolution by the board and members.
(1) Except as otherwise provided in Section, for a limited cooperative association to voluntarily dissolve: 16-16-1204 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; 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 the board of directors shall mail or otherwise transmit or deliver to each member in a record that complies with Section: 16-16-508 the resolution required by Subsection; (1)(a) 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 notice of the members meeting, which shall be given in the same manner as notice of a special meeting of members.
(2) Subject to Subsection, a resolution to dissolve shall be approved by: (3) at least two-thirds of the voting power of members present at a members meeting called under Subsection; and (1)(b) 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.
(3) The organic rules may require that the percentage of votes under Subsectionis: (2)(a) a different percentage that is not less than a majority of members voting at the meeting; measured against the voting power of all members; or a combination of Subsectionsand. (3)(a) (b)