§ 17. Voluntary dissolution. A cooperative corporation may, at any
meeting and upon due and express notice previously given, by vote of
two-thirds of all of the members or stockholders voting thereon,
discontinue its operations and settle its affairs.

Thereupon it shall designate a committee of three members who shall,
on behalf of the corporation and within a time fixed in their
designation or any extension thereof, liquidate its assets, pay its
debts and expenses, and divide the net assets among the members, patrons
or stockholders, as they may be entitled under the certificate of
incorporation or by-laws. Upon final settlement by such committee, the
corporation shall be deemed dissolved. The committee shall make a report
in duplicate of the proceedings had under this section, which shall be
signed by its members, acknowledged by them before an officer duly
authorized to administer oaths in this state, and filed in the offices
in which its certificate of incorporation is filed.

In the case of a cooperative corporation which has adopted the
delegate plan of voting at a convention, as provided in this chapter,
the vote to be taken as provided herein may be taken at a convention
meeting and the required vote shall be two-thirds of the delegates
present and voting.

After the payment of the corporation's debts and after provision has
been made for the retirement of its capital stock outstanding, if any,
at par, or other stated dissolution value, and accruals thereon, and
other fixed obligations, if any, held by members, the net assets
remaining may be distributed to members and/or patrons by distribution
based on dollar volume of purchases by members or patrons or other unit
of measure or on products marketed as shown by its books of account over
the preceding six fiscal years or in case the estimated cost of making
distribution by the foregoing method shall, in the opinion of the
committee, approximate fifty per centum of the amount available for
distribution, the corporation may dispose of its net assets by pricing
its inventory downward or raising its advances to members or both to the
extent deemed desirable to finally wind up its affairs in the current
fiscal year.