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272.325 Dissolution of association -- Procedure.
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An association may discontinue its operations, settle its affairs, and voluntarily
dissolve upon the affirmative vote of not less than two-thirds (2/3) of the votes
entitled to be cast by its members present in person, or by proxy (if permitted
by the bylaws), and voting, or if the association has adopted a delegate plan of
voting, upon the affirmative vote of not less than two-thirds (2/3) of the
delegates present in person and voting, at any annual or special meeting duly
called and convened.
An association so determining to dissolve and wind up, shall designate a
committee of three (3) of its members, who shall, on behalf of the association
and within the time fixed in their designation, or any extension thereof, liquidate
the association's assets, pay its debts and expenses, including as appropriate
entering into agreements with creditors for the satisfaction thereof, and divide
its net assets among the members and stockholders pursuant to its articles of
incorporation, bylaws, or contracts with members; upon final settlement by
such committee, the association shall be dissolved. The committee shall
prepare a report of the proceedings had under this section. The report shall be
subscribed by the committee members and acknowledged by them before an
officer authorized by the law of this state to certify acknowledgments of deeds
and conveyances; and shall be filed and recorded in accordance with the
statute relating to corporations generally, and when so filed the report, or
certified copies thereof, shall be received in all the courts of this state, and
other places, as prima facie evidence of the facts contained therein, and of the
due dissolution of such association. A copy of the report, indorsed by the
Secretary of State with the fact and time of recording in his office, shall be filed
with the dean of the College of Agriculture of the University of Kentucky and
with the Commissioner, Department of Agriculture.
After the payment of the association's debts and after provision has been
made for the retirement of its capital stock outstanding, if any, at par and
accruals thereon, and other fixed obligations, if any, held by members, the net
assets remaining if no provision is made in the association's articles of
incorporation, bylaws, or contracts with members may be distributed to
members and other patrons by distribution based on dollar volume of
purchases by such members and patrons or other unit of measure or on
products marketed as shown by the association books over the preceding five
(5) fiscal years or if the estimated cost of making such distribution, in the
opinion of the committee approximate more than fifty percent (50%) of the
amount available for distribution, the association may dispose of its net assets
by converting them to cash and paying the money over to the College of
Agriculture of the University of Kentucky, or to any nonprofit farm organization
operating within the areas served by the cooperative.
Effective:July 12, 2012
History: Amended 2012 Ky. Acts ch. 81, sec. 99, effective July 12, 2012. -Amended 1974 Ky. Acts ch. 159, sec. 1. -- Created 1966 Ky. Acts ch. 208,
sec. 29.
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