Vermont § 3028 - Dissolution of cooperatives A cooperative that has commenced business may be dissolved in the following manner:

§ 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.)