Voluntary dissolution by the board and members

(1) Except as otherwise provided in section 7-58-1205, for a limited cooperative association to voluntarily dissolve: (a) A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the articles or bylaws; (b) The board of directors must call a members meeting to consider the resolution, to be held not later than ninety days after adoption of the resolution; and (c) The board of directors must mail or otherwise transmit or deliver to each member in a record that complies with section 7-58-508: (I) The resolution required by paragraph (a) of this subsection (1); (II) A recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or any other reason it should not make a favorable recommendation, the basis of that determination; and (III) Notice of the members meeting, which must be given in the same manner as notice of a special meeting of members. (2) Subject to subsection (3) of this section, a resolution to dissolve must be approved by: (a) At least two-thirds of the voting power of members present at a members meeting called under paragraph (b) of subsection (1) of this section; and (b) If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the articles or bylaws require a greater percentage. (3) The articles or bylaws may require that the percentage of votes required under paragraph (a) of subsection (2) of this section is: (a) A different percentage that is not less than a majority of members voting at the meeting; (b) Measured against the voting power of all members; or (c) A combination of paragraphs (a) and (b) of this subsection (3).