The directors of the corporation, at a special meeting called for the purpose of dissolution of the corporation and held in accordance with the bylaws and Section 58- 12-6 NMSA 1978, may determine by vote of four-fifths of all directors that as a fact the corporation is no longer needed for the insurance of shares and deposits of members. If such fact also is determined by the commissioner, and the supervisory agency then, by like vote of such member delegates present, with the approval of the commissioner and the supervisory agency, the delegates may vote to dissolve and liquidate the corporation. When voting for dissolution, each such member, through its delegate, shall have one vote. Upon any dissolution and liquidation of the corporation, the board shall proceed to distribute to the then members the proceeds of the fund after payment of all losses, expenses and obligations of the corporation, in the following priority: first, in payment pro rata of the assessment referred to in Section 58-12-8 N.M. Stat. Ann.; second, in payment pro rata of all assessments paid by the then members under Section 58-12- 10 NMSA 1978; third, the balance, if any, of the proceeds from such dissolution and liquidation shall be distributed pro rata to the then members on the basis of the total payments described in first and second payment priorities.