When all debts, liabilities, and obligations of the telephone cooperative have been paid and discharged or adequate provisions have been made therefor, and all the remaining property and assets of the telephone cooperative have been distributed to the members pursuant to the provisions of Section 33-46-460, the board of directors shall authorize the execution of articles of dissolution, which must thereupon be executed and acknowledged on behalf of the cooperative by the director carrying out the duties generally of the president or vice president, and its corporate seal must be affixed thereto and attested by the director carrying out the duties of secretary. The articles of dissolution shall recite in the caption that they are executed pursuant to this chapter and shall state:
(1) the name of the telephone cooperative;
(2) the address of the principal office of the telephone cooperative;
(3) that the telephone cooperative has theretofore 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;
(4) that all debts, obligations, and liabilities of the telephone cooperative have been paid and discharged or that adequate provisions have been made therefor;
(5) that all the remaining property and assets of the telephone cooperative have been distributed among the members in accordance with the provisions of Section 33-46-460; and
(6) that there are no actions or suits pending against the telephone cooperative.
The director executing the articles of dissolution shall also make and annex thereto an affidavit stating that the provisions of this article have been complied with. The articles of dissolution and affidavit accompanied by proof of the publication required in Section 33-46-750 must be submitted to the Secretary of State for filing as provided in this chapter.
HISTORY: 1994 Act No. 392, Section 1.
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