Dissolution — Oklahoma Code § 18-438.21

§ 18-438.21. Dissolution

A. A cooperative which has not commenced business may be

dissolved by delivering to the Secretary of State articles of

dissolution which shall be executed and acknowledged on behalf of

the cooperative by a majority of the incorporators and which shall

state:

1. The name of the cooperative;

2. The address of its principal office;

3. That the cooperative has not commenced business;

4. That any sums received by the cooperative, less any part

thereof disbursed for expenses of the cooperative, have been

returned or paid to those entitled thereto;

5. That no debt of the cooperative is unpaid; and

6. That a majority of the incorporators elect that the

cooperative be dissolved.

B. 1. A cooperative which has commenced business may be

dissolved in the following manner: The proposition to dissolve shall

be submitted to the members of the cooperative at any annual or

special meeting, the notice of which shall set forth such

proposition. The members at any such meeting shall approve, by the

affirmative vote of not less than a majority of all members of the

cooperative, the proposition that the cooperative be dissolved.

Upon such approval, a certificate of election to dissolve

(hereinafter designated the "certificate"), executed and

acknowledged on behalf of the cooperative by its president or vicepresident under its seal, attested by its secretary, and stating:

(a) the name of the cooperative,

(b) the address of its principal office, and

(c) that the members of the cooperative have duly voted that

the cooperative be dissolved, shall, together with an

affidavit made by its president or vice-president executing

the certificate, stating that the statements in the

certificate are true, be submitted to the Secretary of

State for filing.

Oklahoma Statutes - Title 18. Corporations

2. Upon the filing of the certificate and affidavit with the

Secretary of State, the cooperative shall cease to carry on its

business except to the extent necessary for the winding up thereof,

but its corporate existence shall continue until articles of

dissolution have been filed with the Secretary of State. The board

of trustees shall immediately cause notice of the dissolution

proceedings to be mailed to each known creditor of and claimant

against the cooperative and to be published once a week for two (2)

successive weeks in a newspaper of general circulation in the county

in which the principal office of the cooperative is located. The

board of trustees shall wind up and settle the affairs of the

cooperative, collect sums owing to it, liquidate its property and

assets, pay and discharge its debts, obligations and liabilities,

other than those to patrons arising by reason of their patronage,

and do all other things required to wind up its business, and after

paying or discharging or adequately providing for the payment or

discharge of all its debts, obligations and liabilities, other than

those to patrons arising by reason of their patronage, shall

distribute any remaining sums: first, to shareholders, if any, for

the pro rata return of the par value of their shares, together with

any accrued dividends; second, to patrons for the pro rata return of

all amounts standing to their credit by reason of their patronage;

and third, to members for the pro rata repayment of membership fees.

Any sums then remaining shall be distributed among its members and

former members in proportion to their patronage. The board of

trustees shall thereupon authorize the execution of articles of

dissolution, which shall be executed and acknowledged on behalf of

the cooperative by its president or vice-president, and its seal

shall be affixed thereto and attested by its secretary. The

articles of dissolution shall recite that they are executed pursuant

to this act and shall state:

a.

the name of the cooperative,

b.

the address of its principal office,

c.

the date on which the certificate of election to dissolve

was filed with the Secretary of State,

d.

that there are no actions or suits pending against the

cooperative,

e.

that all debts, obligations and liabilities of the

cooperative have been paid and discharged or that adequate

provision has been made therefor, and

f.

that the preceding provisions of this subsection have been

duly complied with. The president or vice-president

executing the articles of dissolution shall make and annex

thereto an affidavit stating that the statements made

therein are true.

Laws 1953, p. 491, § 21; Laws 1991, c. 135, § 9, eff. Sept. 1, 1991.

Oklahoma Statutes - Title 18. Corporations