Arizona Laws 10-2143. Dissolution
A. A generation and transmission cooperative that has not commenced business may dissolve voluntarily by delivering to the corporation commission articles of dissolution, executed and acknowledged on behalf of the generation and transmission cooperative by a majority of the incorporators, which shall state:
Terms Used In Arizona Laws 10-2143
- Address: means a mailing address. See Arizona Laws 10-140
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
- Commission: means the Arizona corporation commission. See Arizona Laws 10-140
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Delegates: means those persons elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters. See Arizona Laws 10-3140
- Dissolved: means the status of a corporation on either:
(a) Effectiveness of articles of dissolution pursuant to section 10-1403, subsection B or section 10-1421, subsection B. See Arizona Laws 10-140
- Filing: means the commission completing the following procedure with respect to any document delivered for that purpose:
(a) Determining that the filing fee requirements of section 10-122 have been satisfied. See Arizona Laws 10-140
- Generation and transmission cooperative: means a corporation that is organized under this article or that becomes subject to this article as provided in this article. See Arizona Laws 10-2121
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Member: means , without regard to what a person is called in the articles of incorporation or bylaws, any person or persons who, pursuant to a provision of a corporation's articles of incorporation or bylaws, have the right to vote for the election of a director or directors. See Arizona Laws 10-3140
- Membership: refers to the rights and obligations a member or members have pursuant to a corporation's articles of incorporation and bylaws and chapters 24 through 40 of this title. See Arizona Laws 10-3140
- Newspaper: has the meaning set forth in section 39-201. See Arizona Laws 10-140
- Principal office: means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located or in any other document executed by the corporation by an officer and delivered to the commission for filing. See Arizona Laws 10-140
- Property: includes both real and personal property. See Arizona Laws 1-215
- Publish: means to publish in a newspaper of general circulation in the county of the known place of business for three consecutive publications. See Arizona Laws 10-140
- Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
- Vote: includes authorization by written ballot and written consent. See Arizona Laws 10-3140
1. The name of the generation and transmission cooperative.
2. The address of its principal office.
3. The date of its incorporation.
4. That the generation and transmission cooperative has not commenced business.
5. That the amount, if any, actually paid in on account of membership fees, less any part disbursed for necessary expenses, has been returned to those entitled and that all easements have been released to the grantors.
6. That no debt of the generation and transmission cooperative remains unpaid.
7. That a majority of the incorporators elect that the generation and transmission cooperative be dissolved. The articles of dissolution shall be submitted to the corporation commission for filing as provided in this article.
B. A generation and transmission cooperative that has commenced business may dissolve voluntarily and wind up its affairs in the following manner:
1. The proposition that the generation and transmission cooperative be dissolved must be submitted to the members of the generation and transmission cooperative at any meeting. The meeting notice shall state the proposition. The proposed voluntary dissolution is deemed to be approved on the affirmative vote of not less than two-thirds of those members acting through their voting delegates voting at the meeting.
2. On approval, a certificate of election to dissolve, designated the "certificate", shall be executed by the generation and transmission cooperative. The certificate shall be submitted to the corporation commission for filing as provided in this article and shall state:
(a) The name of the generation and transmission cooperative.
(b) The address of its principal office.
(c) The names and addresses of its directors.
(d) The total number of voting delegates of the generation and transmission cooperative and the number of voting delegates who voted for and against the voluntary dissolution of the generation and transmission cooperative.
3. On the filing of the certificate with the corporation commission, the generation and transmission cooperative shall cease to carry on its business except as is necessary for the winding up of business, but its corporate existence continues until articles of dissolution have been filed with the corporation commission.
4. After the filing of the certificate with the corporation commission, the board of directors shall immediately mail notice of the winding up of proceedings to each known creditor and claimant and publish notice once a week for two successive weeks in a newspaper of general circulation in the county in which the principal office of the generation and transmission cooperative is located.
5. The board of directors has full power to wind up and settle the affairs of the cooperative and shall proceed to collect the debts owing to the generation and transmission cooperative, convey and dispose of its property and assets, pay, satisfy and discharge its debts, obligations and liabilities and do all other things required to liquidate its business and affairs and, after paying or adequately providing for the payment of all its debts, obligations and liabilities, shall distribute the remainder of its property and assets among its members without priority in proportion to the aggregate patronage of each member during the seven years next preceding the date of filing the certificate, or, if the generation and transmission cooperative was not in existence for such period, during the period of its existence.
6. When all debts, liabilities and obligations of the generation and transmission cooperative have been paid and discharged or adequate provision has been made for them, and all the remaining property and assets of the generation and transmission cooperative have been distributed to the members pursuant to this section, the board of directors shall authorize the execution of articles of dissolution. The articles of dissolution shall state:
(a) The name of the generation and transmission cooperative.
(b) The address of the principal office of the generation and transmission cooperative.
(c) That the generation and transmission cooperative has previously delivered to the corporation commission a certificate of election to dissolve and the date on which the certificate was filed by the corporation commission.
(d) That all debts, obligations and liabilities of the generation and transmission cooperative have been paid and discharged or that adequate provision has been made for them.
(e) That all the remaining property and assets of the generation and transmission cooperative have been distributed among the members in accordance with this section.
(f) That there are no actions or suits pending against the generation and transmission cooperative.
7. The articles of dissolution prepared pursuant to paragraph 6 of this subsection shall be delivered to the corporation commission for filing. Within sixty days after the corporation commission approves the filing, either of the following must occur:
(a) A copy of the articles of dissolution shall be published. An affidavit evidencing the publication may be filed with the corporation commission.
(b) The corporation commission shall input the information regarding the approval into the database as prescribed by section 10-130.