| (1) |
Except as otherwise provided in Section 16-16-1204, for a limited cooperative association to voluntarily dissolve:
| (a) |
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; |
| (b) |
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 |
| (c) |
the board of directors shall mail or otherwise transmit or deliver to each member in a record that complies with Section 16-16-508:
| (i) |
the resolution required by Subsection (1)(a); |
| (ii) |
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 |
| (iii) |
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 (3), a resolution to dissolve shall be approved by:
| (a) |
at least two-thirds of the voting power of members present at a members meeting called under Subsection (1)(b); and |
| (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 Subsection (2)(a) is:
| (a) |
a different percentage that is not less than a majority of members voting at the meeting; |
| (b) |
measured against the voting power of all members; or |
| (c) |
a combination of Subsections (3)(a) and (b). |
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Amended by Chapter 378, 2010 General Session
