Title 17, Title 17 — Corporations, Partnerships And Associations

Patron member voting in cooperatives constituted entirely or partially of other cooperatives or associations. (a) A cooperative that is constituted entirely or partially of other cooperatives or associations may authorize by the articles or the bylaws for affiliated cooperative p…

Vote of ownership interests held by cooperative. A cooperative that holds ownership interests of another business entity may, by direction of the cooperative's board, elect or appoint a person to represent the cooperative at a meeting of the business entity. The representative ha…

Allocations and distributions to members. (a) The bylaws shall prescribe the allocation of profits and losses between patron membership interests collectively and other membership interests. If the bylaws do not otherwise provide, the profits and losses between patron membership …

Allocations and distributions to patron members. (a) A cooperative may set aside a portion of net income allocated to the patron membership interests as the board determines advisable to create or maintain a capital reserve. (b) In addition to a capital reserve, the board may, fo…

Distribution of unclaimed property. (a) A cooperative may, in lieu of paying or delivering to the state the unclaimed property specified in its report of unclaimed property, distribute the unclaimed property to a corporation or organization that is exempt from taxation. A coopera…

Merger and consolidation. (a) Unless otherwise prohibited, cooperatives organized under the laws of this state may merge or consolidate with each other or other business entities organized under the laws of this state or another state by complying with the provisions of this sect…

Liquidation. (a) A cooperative shall be liquidated as provided in the articles in a manner consistent with other business entities organized in this state or if not provided, may be liquidated in the same manner as a limited liability company organized in this state or the member…

Methods of dissolution. A cooperative may be dissolved by the members or by order of the court.

Winding up. (a) After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible: (i) To collect or make provision for the collection of all debts due or owing …

Revocation of dissolution proceedings. (a) Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state. (b) The chair may call a members' meeting to consider the advisability of revoking the dissolution proceedings. The question…

Statute of limitations. The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative or arbitration proceedings concerning the claim by two (2) years after the date the notice of intent to di…

Articles of dissolution. (a) Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board. The articl…

Application for court-supervised voluntary dissolution. After a notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a court wit…

Court-ordered remedies or dissolution. (a) A court may grant equitable relief that it deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business in any of the following circumstances: (i) In a supervised voluntary dissolutio…

Procedure in involuntary or court-supervised voluntary dissolution. (a) In dissolution proceedings before a hearing can be completed the court may: (i) Issue injunctions; (ii) Appoint receivers with all powers and duties that the court directs; (iii) Take actions required to pres…

Receiver qualifications and powers. (a) A receiver shall be a natural person or a domestic corporation or a foreign corporation authorized to transact business in this state. A receiver shall give a bond as directed by the court with the sureties required by the court. (b) A rece…

Dissolution action by attorney general; administrative dissolution. (a) A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that: (i) The articles and certificate of organization were pr…

Filing claims in court-supervised dissolution proceedings. (a) In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims under oath with the court administrator or with the receiver in a form prescribed by …

Discontinuance of court-supervised dissolution proceedings. The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dism…

Court-supervised dissolution order. (a) In an involuntary or supervised voluntary dissolution after the costs and expenses of the proceedings and all debts, obligations and liabilities of the cooperative have been paid or discharged and the remaining property and assets have been…

Filing court's dissolution order. After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state may not charge a fee for filing the dissolutio…

Barring of claims. (a) A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative or arbitration proceeding during the pendency of the dissolutio…

Right to sue or defend after dissolution. After a cooperative has been dissolved, any of its former officers, directors or members may assert or defend, in the name of the cooperative, a claim by or against the cooperative.