New Mexico § 62-15-18 - Dissolution

§ 62-15-18. Dissolution

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) the name of the cooperative; (2) the address of its principal office; (3) the date of its incorporation; (4) that the cooperative has not commenced business; (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) that no debt of the cooperative remains unpaid; and (7) that a majority of the incorporators elect that the cooperative be dissolved. The articles of dissolution shall be submitted to the secretary of state for filing

as provided in the Rural Electric Cooperative Act. B. A cooperative that has commenced business may dissolve voluntarily and wind up

its affairs in the following manner: (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) 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: (a) the name of the cooperative; (b) the address of its principal office; (c) the names and addresses of its trustees; and (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. 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; (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; (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; (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 (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: (a) the name of the cooperative; (b) the address of the principal office of the cooperative; (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; (d) that all debts, obligations and liabilities of the cooperative have been paid

and discharged or that adequate provision has been made therefor; (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 (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. 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.