§ 35. Dissolution. (a) A cooperative which has not commenced business
may be dissolved by filing in the department of state articles of
dissolution which shall be executed and acknowledged on behalf of the
cooperative by a majority of the incorporators and which shall state:
(1) the name of the cooperative; (2) the address of its principal
office; (3) that the cooperative has not commenced business; (4) that
any sums received by the cooperative, less any part thereof disbursed
for expenses of the cooperative, have been returned or paid to those
entitled thereto; (5) that no debt of the cooperative is unpaid; and (6)
that a majority of the incorporators elect that the cooperative be
dissolved.

(b) A cooperative which has commenced business may be dissolved in the
following manner: The members at any meeting shall approve, by the
affirmative vote of not less than two-thirds of the total members of the
cooperative, a proposal that the cooperative be dissolved. Upon such
approval, a certificate of election to dissolve (hereinafter designated
the "certificate"), executed 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,
together with an affidavit made by its president or vice-president
executing the certificate, stating that the statements in the
certificate are true, be filed in the department of state. Upon the
filing of the certificate and affidavit in the department of state, the
cooperative shall cease to carry on its business except to the extent
necessary for the winding up thereof, but its corporate existence shall
continue until articles of dissolution have been filed in the department
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, and after paying or discharging
or adequately providing for the payment or discharge of all its debts,
obligations and liabilities, 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 in the department of
state, or if the cooperative has not been in existence for such period,
then during the period of its existence prior to such filing. The board
of directors shall thereupon authorize the execution of articles 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 thereto and attested by its secretary. The articles of
dissolution shall recite that they are 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 in the department 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 therefor; and (6)
that the preceding provisions of this subsection have been duly complied
with. The president or vice-president executing the articles of
dissolution shall make and annex thereto an affidavit stating that the
statements made therein are true.