The Vermont Statutes Online
The Statutes below include the actions of the 2025 session of the General Assembly.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
(Cite as: 30 V.S.A. § 3028)
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§ 3028. Dissolution of cooperatives
A cooperative that has commenced business may be dissolved in the following manner:
The members at a meeting shall approve, by the affirmative vote of not less than two-thirds
of the members voting a meeting, a proposal that the cooperative be dissolved. Upon
approval, a certificate of election to dissolve, designated the “certificate,” executed
under oath and acknowledged on behalf of the cooperative by its president or vice
president under its seal, attested by its secretary, and stating (1) the name of the
cooperative; (2) the address of its principal office; and (3) that the members of
the cooperative have duly voted that the cooperative be dissolved, shall be filed
with the Secretary of State. Upon filing of a certificate by the Secretary of State,
the cooperative shall cease to carry on its business except to the extent necessary
for the winding up but its corporate existence shall continue until a certificate
of dissolution has been filed by the Secretary of State. The board of directors 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 successive weeks in a newspaper of general circulation in the county in which
the principal office of the cooperative is located. The board of directors 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;
and do all other things required to wind up its business. After paying or discharging
or adequately providing for the payment or discharge of all its debts, obligations,
and liabilities, the board shall distribute any remaining sums among its members and
former members in proportion to the patronage of the respective members or former
members during the seven years next preceding the date of the filing of the certificate
by the Secretary of State, or if the cooperative has not been in existence for such
period, then during the period of its existence prior to the filing. The board of
directors shall authorize the execution of a certificate 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 to it and attested by its secretary. The
certificate of dissolution shall recite that it is executed pursuant to this chapter
and shall state: (1) the name of the cooperative; (2) the address of its principal
office; (3) the date on which the certificate of election to dissolve was filed by
the Secretary of State; (4) that there are no actions or suits pending against the
cooperative; (5) that all debts, obligations, and liabilities of the cooperative have
been paid and discharged or that adequate provision has been made; and (6) that the
provisions of this chapter relative to dissolution have been duly complied with. The
president or vice president executing the certificate of dissolution shall make and
attach to an affidavit stating that the statements made in it are true. (Amended 1999, No. 143 (Adj. Sess.), § 19; 2023, No. 85 (Adj. Sess.), § 424, eff. July 1, 2024.)