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§ 441-1205. Voluntary dissolution by the board and members

Oklahoma Statutes AnnotatedTitle 18. Corporations

Oklahoma Statutes Annotated
Title 18. Corporations (Refs & Annos)
Chapter 10A. Uniform Limited Cooperative Association Act (Refs & Annos)
Article 12. Dissolution
18 Okl.St.Ann. § 441-1205
§ 441-1205. Voluntary dissolution by the board and members
VOLUNTARY DISSOLUTION BY THE BOARD AND MEMBERS.
(a) Except as otherwise provided in Section 105 of this act,1 for a limited cooperative association to voluntarily dissolve:
(1) A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;
(2) The board of directors must call a members meeting to consider the resolution, to be held not later than ninety (90) days after adoption of the resolution; and
(3) The board of directors must mail or otherwise transmit or deliver to each member in a record that complies with Section 47 of this act:2
(A) the resolution required by paragraph (1) of this subsection;
(B) 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
(C) notice of the members meeting, which must be given in the same manner as notice of a special meeting of members.
(b) Subject to subsection (c) of this section, a resolution to dissolve must be approved by:
(1) At least two-thirds (2/3) of the voting power of members present at a members meeting called under paragraph (2) of subsection (a) of this section; and
(2) 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.
(c) The organic rules may require that the percentage of votes under paragraph (1) of subsection (b) of this section is:
(1) A different percentage that is not less than a majority of members voting at the meeting; or
(2) Measured against the voting power of all members; or
(3) A combination of paragraphs (1) and (2) of this subsection.

Credits

Laws 2009, c. 68, § 106, eff. Jan. 1, 2010.

Footnotes

Title 18, § 441-1204.
Title 18, § 441-508.
18 Okl. St. Ann. § 441-1205, OK ST T. 18 § 441-1205
Current with emergency effective legislation through Chapter 257 of the Second Regular Session of the 59th Legislature (2024). Some sections may be more current, see credits for details.
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