A. A cooperative that has not commenced business may dissolve voluntarily by delivering to the secretary of state articles of dissolution, executed and acknowledged on behalf of the cooperative by a majority of the incorporators, which state:

1. (1) the name of the cooperative;
2. (2) the address of its principal office;
3. (3) the date of its incorporation;
4. (4) that the cooperative has not commenced business;
5. (5) that the amount, if any, actually paid in on account of membership fees, less any part of that money disbursed for necessary expenses, has been returned to those entitled to it and that all easements have been released to the grantors;
6. (6) that no debt of the cooperative remains unpaid; and
7. (7) that a majority of the incorporators elect that the cooperative be dissolved.

8. The articles of dissolution shall be submitted to the secretary of state for filing as provided in the Rural Electric Cooperative Act.

   1. (1) the board of trustees shall first recommend that the cooperative be dissolved voluntarily, and the proposition that the cooperative be dissolved shall be submitted to the members of the cooperative at any annual or special meeting, the notice of which shall set forth that proposition. The proposed voluntary dissolution shall be deemed to be approved upon the affirmative vote of not less than two-thirds of all of the members of the cooperative;

   2. (2) upon such approval, a certificate of election to dissolve, designated the "certificate" in this section, shall be executed and acknowledged on behalf of the cooperative by its president or vice president, and its corporate seal shall be affixed thereto and attested by its secretary. The certificate shall state:

      1. (a) the name of the cooperative;
      2. (b) the address of its principal office;
      3. (c) the names and addresses of its trustees; and
      4. (d) the total number of members of the cooperative and the number of members who voted for and against the voluntary dissolution of the cooperative.

   B. A cooperative that has commenced business may dissolve voluntarily and wind up its affairs in the following manner:

9. The president or vice president executing the certificate shall make and annex to it an affidavit stating that the provisions of this subsection were duly complied with. The certificate and affidavit shall be submitted to the secretary of state for filing as provided in the Rural Electric Cooperative Act;

   1. (3) upon the filing of the certificate and affidavit with the secretary of state, the cooperative shall cease to carry on its business except insofar as may be necessary for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed by the secretary of state;
   2. (4) after the filing of the certificate and affidavit with the secretary of state, the board of trustees shall immediately cause notice of the winding up of proceedings to be mailed to each known creditor and claimant 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;
   3. (5) the board of trustees shall have full power to wind up and settle the affairs of the cooperative and shall proceed to collect the debts owing to the cooperative, convey and dispose of its property and assets, pay, satisfy and discharge its debts, obligations and liabilities and do all other things required to liquidate its business and affairs. After paying or adequately providing for the payment of all its debts, obligations and liabilities, the board of trustees shall distribute the remainder of its property and assets among its members in proportion to the aggregate patronage of each member during the seven years next preceding the date of filing of the certificate or, if the cooperative was not in existence for that period, during the period of its existence; and

   4. (6) when all debts, liabilities and obligations of the cooperative have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets of the cooperative have been distributed to the members pursuant to the provisions of this section, the board of trustees shall authorize the execution of articles of dissolution that shall thereupon be executed and acknowledged on behalf of the cooperative by its president or vice president, and its corporate seal shall be affixed thereto and attested by its secretary. The articles of dissolution shall recite in the caption that they are executed pursuant to the Rural Electric Cooperative Act and shall state:

      1. (a) the name of the cooperative;
      2. (b) the address of the principal office of the cooperative;
      3. (c) that the cooperative has delivered to the secretary of state a certificate of election to dissolve and the date on which the certificate was filed by the secretary of state in the records of that office;
      4. (d) that all debts, obligations and liabilities of the cooperative have been paid and discharged or that adequate provision has been made therefor;
      5. (e) that all the remaining property and assets of the cooperative have been distributed among the members in accordance with the provisions of this section; and
      6. (f) that there are no actions or suits pending against the cooperative. The president or vice president executing the articles of dissolution shall make and annex thereto an affidavit stating that the provisions of this subsection were duly complied with.
10. The articles of dissolution and affidavit, accompanied by proof of the publication required in this subsection, shall be submitted to the secretary of state for filing as provided in the Rural Electric Cooperative Act.

History: Laws 1939, ch. 47, § 18; 1941 Comp., § 48-418; 1953 Comp., § 45-4-18; 1987, ch. 36, § 4; 2013, ch. 75, § 31.

ANNOTATIONS

Cross references. — For legal newspapers, see 14-11-2 NMSA 1978.

The 2013 amendment, effective July 1, 2013, required that articles of dissolution be delivered to the secretary of state; in Subsection A, in the introductory sentence, after "delivering to the", deleted "state corporation commission" and added "secretary of state"; in Subsection A(1), in the unlettered paragraph following Paragraph (7), after "submitted to the", deleted "state corporation commission" and added "secretary of state"; in Subsection B(3), in the unlettered paragraph following Subparagraph (d) of Paragraph (2), in the second sentence, after "submitted to the", deleted "state corporation commission" and added "secretary of state"; in Paragraph (3) of Subsection B, after "affidavit with the", deleted "state corporation commission" and added "secretary of state" and after filed by the", deleted "state corporation commission" and added "secretary of state"; in Paragraph (4) of Subsection B, after "affidavit with the", deleted "state corporation commission" and added "secretary of state"; in Subparagraph (c) of Paragraph (6) of Subsection B, after "delivered to the", deleted "state corporation commission" and added "secretary of state" and after "filed by the", deleted "state corporation commission" and added "secretary of state"; and in Subsection B, in the unlettered paragraph following Subparagraph (f) of Paragraph (6), after "submitted to the", deleted "state corporation commission" and added "secretary of state".

The 1987 amendment, effective June 19, 1987, in Subsection B, in the last sentence of Paragraph (1) substituted "all of the members of the cooperative" for "those voting thereon at such meeting," in Paragraph (3) substituted "state corporation commission" for "secretary of state," in Paragraph (5) inserted "the board of trustees" in the second sentence preceding "shall distribute the remainder of its property," and made minor changes in language and punctuation throughout the section.

Am. Jur. 2d, A.L.R. and C.J.S. references. — 18 Am. Jur. 2d Cooperative Associations § 22.

Distribution of funds by nonprofit corporation absent dissolution, 51 A.L.R.3d 1318.

43 C.J.S. Industrial Cooperative Societies §§ 2, 3.