Voluntary Dissolution by the Board and Members

(a)Except as otherwise provided in § 171204, for a limited cooperative association to voluntarily dissolve:

(1)a resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the organic rules;

(2)the board of directors must call a members meeting to consider the resolution, to be held no later than ninety

(90)calendar days after adoption of the resolution; and

(3)the board of directors must mail or otherwise transmit or deliver to each member in a record that complies with § 17508:

(A)the resolution required by Subsection (a)(1) of this Section;

(B)a recommendation that the members vote in favor of the resolution or, if the board determines that because of conflict of interest or other special circumstances it should not make a favorable recommendation, the basis of that determination; and

(C)notice of the members meeting, which must be given in the same manner as notice of a special meeting of members.

(b)Subject to Subsection

(c)of this Section, a resolution to dissolve must be approved by:

(1)at least two-thirds of the voting power of members present at a members meeting called under Subsection (a)(2) of this Section; and CH. 17 THE GUAM UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT

(2)if the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the organic rules require a greater percentage.

(c)The organic rules may require that the percentage of votes under Subsection (b)(1) of this Section is:

(1)a different percentage that is not less than a majority of members voting at the meeting; or

(2)measured against the voting power of all members; or

(3)a combination of Paragraphs

(1)and

(2)of this Subsection.