Section 393.855 - Voluntary dissolution, procedure for winding up affairsA nonprofit sewer company which has commenced business may dissolve voluntarily and wind up its affairs in the following manner:
(1) The board of directors shall first recommend that the company be dissolved voluntarily and thereafter the proposition that the company be dissolved shall be submitted to the members of the company at any annual or special meeting, the notice of which shall set forth such proposition. The proposed voluntary dissolution shall be deemed to be approved upon the affirmative vote of not less than a majority of the members;(2) Upon such approval, a certificate of election to dissolve, herein designated the "certificate", shall be executed and acknowledged in duplicate on behalf of the company by its president or vice president, and its corporate seal shall be affixed thereto and attested by its secretary. The certificate shall state: (a) The name of the nonprofit sewer company;(b) The address of its principal office;(c) The names and addresses of its directors; and(d) The total number of members of the company and the number of members who voted for and against the voluntary dissolution of the company. The president or vice president executing the certificate shall also make and annex thereto an affidavit stating that the provisions of this subdivision and subdivision (1) of this section were duly complied with. Such certificate and affidavit shall be submitted to the secretary of state for filing;
(3) Upon the filing of the certificate and affidavit by the secretary of state, the company shall cease to carry on its business except insofar as may be necessary for the winding up thereof, but its corporate existence shall continue until articles of dissolution have been filed by the secretary of state;(4) After the filing of the certificate and affidavit by the secretary of state the board of directors shall immediately cause notice of the winding up proceedings to be mailed to each known creditor and claimant 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 company is located;(5) The board of directors shall become trustees and have full power to wind up and settle the affairs of the company and shall proceed to collect the debts owing to the company, convey and dispose of its property and assets, pay, satisfy, and discharge its debts, obligations, and liabilities, and do all other things required to liquidate its business and affairs, and after paying or adequately providing for the payment of all its debts, obligations and liabilities, shall distribute the remainder of its property and assets among its members in proportion to the aggregate patronage of each such member during the seven years next preceding the date of such filing of the certificate, or, if the company shall not have been in existence for such period, during the period of its existence; and(6)(a) When all debts, liabilities and obligations of the company have been paid and discharged or adequate provision shall have been made therefor, and all of the remaining property and assets of the company shall have been distributed to the members pursuant to the provisions of sections 393.825 to 393.861 and section 393.175, the board of directors shall authorize the execution of articles of dissolution which shall thereupon be executed and acknowledged on behalf of the company by its president or vice president, and its corporate seal shall be affixed thereto and attested by its secretary. Such articles of dissolution shall recite in the caption that they are executed pursuant to sections 393.825 to 393.861 and section 393.175 and shall state:a. The name of the nonprofit sewer company;b. The address of the principal office of the company;c. That the company has heretofore delivered to the secretary of state a certificate of election to dissolve and the date on which the certificate was filed by the secretary of state in the records of his office;d. That all debts, obligations and liabilities of the company have been paid and discharged or that adequate provision has been made therefor;e. That all the remaining property and assets of the company have been distributed among the members in accordance with the provisions of sections 393.825 to 393.861 and section 393.175; andf. That there are no actions or suits pending against the company;(b) The president or vice president executing the articles of dissolution shall also make and annex thereto an affidavit stating that the provisions of this section were duly complied with;(c) Such articles of dissolution and affidavit, accompanied by proof of the publication required in this section, shall be submitted to the secretary of state for filing.L. 1997 2d Ex. Sess. H.B. 1 merged with S.B. 3
Effective 12/23/1997