Section 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.