Article VIII Procedure for Dissolution, Disposition of Property, Etc.

The Cooperative shall not be merged, liquidated, or dissolved and there shall be no sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, of its property and/or assets, unless such merger, liquidation, dissolution, sale, lease, exchange, mortgage, pledge or other disposition is authorized as follows:

There shall be no merger, liquidation, dissolution, sale, lease, exchange, mortgage, pledge, or other disposition unless and until at least 2/3 of the board members of the Cooperative join in a resolution recommending such merger, liquidation, dissolution, sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of the members of the Cooperative. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the proposed merger, liquidation, dissolution, sale, lease, exchange, mortgage, pledge, or other disposition shall be given to each member within the time and in the manner provided hereinabove for the giving of notice of meetings of members. At such meeting the members may authorize such merger, liquidation, dissolution, sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof. Such authorization shall require approval by at least two-thirds (2/3) of the votes which the members present at such meeting are entitled to cast. After such authorization by a vote of members, the board, nevertheless, in its discretion, may abandon such merger, liquidation, dissolution, sale, lease, exchange, mortgage, pledge, or other disposition, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members; provided, however, that notwithstanding anything herein contained, the board of the Cooperative without authorization by the members thereof shall have full power and authority to authorize the execution and delivery of mortgages, deeds of trust upon or encumbrances upon any or all of the property, assets, rights, privileges, licenses, franchises, and permits of the Cooperative, whether acquired or to be acquired, and wherever situated, as well as the revenues and income therefrom, all upon such terms and conditions as the board shall determine, to secure any indebtedness of the Cooperative.