Section 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.