Subdivision 1. Members may authorize liquidation. If a liquidation is authorized by the members, the board may dispose of all or substantially all of the property of the cooperative on terms and conditions determined by the board.
Subd. 2. Resolution at members' meeting. The members may authorize a liquidation by adopting a resolution at a members' meeting. The notice of the members' meeting must include a statement that the disposition of the property of the cooperative will be considered at the meeting. If a quorum is present in person or by mail ballot at the members' meeting, the resolution approving of the liquidation is adopted if:
(1) approved by two-thirds of the votes cast; or
(2) for a cooperative with articles or bylaws requiring more than two-thirds for approval or other conditions for approval, the resolution is approved by the proportion of the votes cast or a number of total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
1989 c 144 art 1 s 41; art 3 s 29
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Section 308A.005 — Definitions.
Section 308A.011 — Use Of Term Cooperative Restricted.
Section 308A.015 — Reservation Of Right.
Section 308A.021 — Filing Fee.
Section 308A.025 — Registered Office.
Section 308A.027 — Annual Renewal.
Section 308A.032 — Foreign Cooperatives; Sections Applicable.
Section 308A.101 — Organizational Purpose.
Section 308A.105 — Incorporators.
Section 308A.121 — Cooperative Name.
Section 308A.125 — Stock And Nonstock Organization.
Section 308A.131 — Articles Of Incorporation.
Section 308A.135 — Amendment Of Articles.
Section 308A.141 — Amendment Of Articles To Be Governed By This Chapter.
Section 308A.145 — Amendment Of Articles To Incorporate Defectively Organized Cooperative.
Section 308A.155 — Corporate Existence.
Section 308A.205 — Agricultural Marketing Contracts.
Section 308A.210 — Telecommunication Services Purchasing Cooperatives.
Section 308A.301 — Board Governs Cooperative.
Section 308A.305 — Number Of Directors.
Section 308A.311 — Election Of Directors.
Section 308A.313 — Apportionment Of Directors Among Districts Or Units.
Section 308A.315 — Filling Vacancies.
Section 308A.321 — Removal Of Directors.
Section 308A.325 — Limitation Of Director's Liability.
Section 308A.327 — Electric Cooperative; Board Meetings.
Section 308A.328 — Standard Of Conduct.
Section 308A.501 — Capital Stock.
Section 308A.503 — Health Care Cooperative Members.
Section 308A.505 — Subject To Securities Law.
Section 308A.601 — Grouping Of Members.
Section 308A.605 — Member And Stockholder Violations.
Section 308A.611 — Regular Members' Meetings.
Section 308A.615 — Special Members' Meetings.
Section 308A.621 — Certification Of Mailed Meeting Notice.
Section 308A.625 — Failure To Receive Meeting Notice.
Section 308A.635 — Member Voting Rights.
Section 308A.645 — Vote Of Corporate Stock Held By Cooperative.
Section 308A.705 — Distribution Of Income.
Section 308A.711 — Distribution Of Unclaimed Property.
Section 308A.801 — Merger And Consolidation.
Section 308A.901 — Liquidation.
Section 308A.905 — Methods Of Dissolution.
Section 308A.911 — Voluntary Dissolution By Members.
Section 308A.915 — Winding Up.
Section 308A.921 — Revocation Of Dissolution Proceedings.
Section 308A.925 — Statute Of Limitations.
Section 308A.931 — Articles Of Dissolution.
Section 308A.935 — Application For Court-supervised Voluntary Dissolution.
Section 308A.941 — Court-ordered Remedies Or Dissolution.
Section 308A.945 — Procedure In Involuntary Or Court-supervised Voluntary Dissolution.
Section 308A.951 — Receiver Qualifications And Powers.
Section 308A.955 — Dissolution Action By Attorney General.
Section 308A.961 — Filing Claims In Court-supervised Dissolution Proceedings.
Section 308A.965 — Discontinuance Of Court-supervised Dissolution Proceedings.
Section 308A.971 — Court-supervised Dissolution Order.
Section 308A.975 — Filing Court's Dissolution Order.
Section 308A.981 — Barring Of Claims.
Section 308A.985 — Right To Sue Or Defend After Dissolution.