Kentucky Statutes 272A.12-050 – Voluntary dissolution by board of directors and members
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(1) Except as otherwise provided in KRS § 272A.12-040, 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 ninety (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 KRS § 272A.5-070:
1. The resolution required by paragraph (a) of this subsection;
2. 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
3. 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) of this section, a resolution to dissolve shall be approved by:
(a) At least two-thirds (2/3) of the voting power of members present at a members meeting called under subsection (1)(b) of this section; 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)(b)
of this section is:
(a) A different percentage that is not less than a majority of members voting at the meeting; or
(b) Measured against the voting power of all members; or
(c) A combination of paragraphs (a) and (b) of this subsection.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 92, effective July 12, 2012.
(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;
Terms Used In Kentucky Statutes 272A.12-050
- Cooperative: means a limited cooperative association or an entity organized under any cooperative law of any jurisdiction. See Kentucky Statutes 272A.1-020
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Member: means a person that is admitted as a patron member or investor member, or both, in a limited cooperative association. See Kentucky Statutes 272A.1-020
- Members meeting: means an annual members meeting or special meeting of members. See Kentucky Statutes 272A.1-020
- Voting power: means the total current power of members to vote on a particular matter for which a vote may or is to be taken. See Kentucky Statutes 272A.1-020
(b) The board of directors shall call a members meeting to consider the resolution, to be held not later than ninety (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 KRS § 272A.5-070:
1. The resolution required by paragraph (a) of this subsection;
2. 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
3. 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) of this section, a resolution to dissolve shall be approved by:
(a) At least two-thirds (2/3) of the voting power of members present at a members meeting called under subsection (1)(b) of this section; 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)(b)
of this section is:
(a) A different percentage that is not less than a majority of members voting at the meeting; or
(b) Measured against the voting power of all members; or
(c) A combination of paragraphs (a) and (b) of this subsection.
Effective: July 12, 2012
History: Created 2012 Ky. Acts ch. 160, sec. 92, effective July 12, 2012.