On Dissolution. (a) If the Cooperative is dissolved, then an accounting of the Cooperative's assets, liabilities, and operations through the last day of the month in which the dissolution occurs shall be made, and the affairs of the Cooperative shall thereafter be promptly wound up and terminated. The Members, by majority Vote, shall appoint one or more persons to serve as the liquidating trustee of the Cooperative. The liquidating trustee will be responsible for winding up and terminating the affairs of the Cooperative and will determine all matters in connection therewith (including, without limitation, the arrangements to be made with creditors, to what extent and under what terms the assets of the Cooperative are to be sold, and the amount or necessity of cash reserves to cover contingent liabilities) as the liquidating trustee deems advisable and proper; provided, however, that all decisions of the liquidating trustee will be made in accordance with the fiduciary duty owed by the liquidating trustee to the Cooperative and each of the Members. The liquidating trustee will thereafter liquidate the assets of the Cooperative as promptly as is consistent with obtaining the fair market value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following order:
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Samples: Operating Agreement, Operating Agreement, Operating Agreement
