(1) (a) (I) If it appears that a cannabis credit co-op is insolvent, has willfully violated a provision of this article, or is operating in an unsafe or unsound manner, the commissioner:

(A) May issue an order for the co-op to show cause why its operations should not be suspended until the insolvency, violation, or manner of operation is rectified; and

(B) Shall afford the co-op an opportunity for a hearing not less than ten days nor more than twenty days after issuance of the order.

(II) The order must be in writing and be delivered by registered or certified mail.

(III) If the co-op fails to answer the order or if an officer or director of or attorney for the co-op fails to appear at the time set for the hearing, the commissioner may:

(A) Revoke the articles of incorporation of the co-op, order the immediate suspension of operations of the co-op except the collection of payments on outstanding loans or other obligations due the co-op, or both; and

(B) Enforce the order by an action filed in the district court of the judicial district in which the principal office of the co-op is located, seeking to enjoin further operations or to appoint a conservator for the co-op.

(b) (I) A co-op to which an order to show cause has been issued pursuant to paragraph (a) of this subsection (1) may:

(A) Include with its answer or present at a hearing resulting from the order its proposed plan to continue operations and rectify the insolvency, violation, or manner of operation specified in the order; or

(B) Request that it be dissolved and liquidated and that the commissioner appoint a liquidating agent.

(II) A co-op may request a stay of execution of an order of the commissioner revoking its articles of incorporation or suspending its operations by filing an action in the district court for the judicial district in which the principal office of the co-op is located within ten days after the issuance of the order.

(c) If the commissioner revokes the charter of a co-op, the commissioner shall appoint a liquidating agent to liquidate the assets of the co-op pursuant to subsection (5) of this section.

(d) If in the opinion of the commissioner an emergency exists that may result in serious losses to the members, the commissioner may revoke the charter of a co-op and immediately appoint a liquidating agent without notice or a hearing. The commissioner shall post notice of the commissioner's emergency determination on the premises of the co-op that is the subject of the determination. Within ten days after an emergency determination by the commissioner, the co-op or the board of directors of the co-op may file an appeal with the court of appeals. The filing of an appeal to rescind a determination does not stay the commissioner's action pursuant to this subsection (1). If the court finds the commissioner's action was unauthorized, the commissioner shall rescind the action and restore the co-op to its board of directors. If the co-op does not file an appeal within ten days after the commissioner's emergency determination, all action taken by the commissioner is final.

(2) (a) The commissioner may appoint himself or herself or a third party as conservator of a co-op and immediately take possession and control of the business and assets of the co-op if the commissioner determines that:

(I) Such action is necessary to conserve the assets of the co-op or to protect the interests of its members from acts or omissions of the existing management;

(II) The co-op, by a resolution of its board of directors, consents to such action;

(III) There is a willful violation of a cease-and-desist order that results in the co-op being operated in an unsafe or unsound manner; or

(IV) The co-op is significantly undercapitalized and has no reasonable prospect of becoming adequately capitalized.

(b) The commissioner may appoint a conservator and take immediate possession of the co-op without prior notice or a hearing; except that, within ten days after the conservator is appointed, the co-op may file an appeal with the court of appeals requesting the commissioner to rescind the commissioner's appointment of a conservator. The filing of an appeal does not stay the commissioner's action. If the court finds the commissioner's action was unauthorized, the commissioner shall restore control of the co-op to its board of directors. If no appeal is filed within ten days after the commissioner's appointment of a conservator, the action taken by the commissioner becomes final.

(c) In extraordinary circumstances, upon order of the commissioner, a hearing conducted pursuant to this subsection (2) is exempt from any provision of law requiring that proceedings of the commissioner be conducted publicly. Extraordinary circumstances occur when specific concern arises about prompt withdrawal of moneys from the co-op.

(d) The conservator has all the powers of the members, directors, officers, and committees of the co-op and is authorized to operate the co-op in its own name or to conserve its assets as directed by the commissioner. The conservator shall conduct the business of the co-op and make regular reports to the commissioner until the commissioner has determined that the purposes of conservatorship have been accomplished and the co-op should be returned to the control of its board of directors. All costs incident to the conservatorship shall be paid out of the assets of the co-op. If the commissioner determines that the purposes of the conservatorship will not be accomplished, the commissioner may proceed with the involuntary liquidation of the co-op in the manner described in subsection (1) of this section.

(e) If a conservator is appointed, and is other than an employee of the division, the conservator and any assistants shall provide a bond, payable to the co-op and executed by a surety company authorized to do business in this state, that meets with the approval of the commissioner, for the faithful discharge of their duties in connection with the conservatorship and the accounting for all moneys coming into their hands. The cost of the bond shall be paid from the assets of the co-op. Suit may be maintained on the bond by a person injured by a breach of the conditions of the bond. This requirement may be deemed met if the commissioner determines that the co-op's fidelity bond covers the conservator and any assistants.

(3) A co-op may be voluntarily dissolved and liquidated upon majority vote of the entire membership of the co-op at a meeting specially called for the purpose or at the annual meeting where notice of the proposed action is mailed to the members at least thirty days before the meeting. In either event, a copy of the notice shall be delivered to the commissioner not less than ten days before the meeting. A member of a co-op may cast a ballot for or against the dissolution and liquidation by mail within twenty days after the meeting. If a majority of the members vote in favor of dissolution and liquidation, the board of directors, within five days after the close of voting, shall notify the commissioner of the action and specify the names and addresses of the directors and officers of the co-op who will conduct the dissolution and liquidation of the co-op. Upon a favorable vote, the co-op shall cease to do business except for the collection of payments on outstanding loans or other obligations due the co-op.

(4) Under any procedure to dissolve and liquidate a co-op pursuant to this section, the co-op continues in existence for the purpose of discharging its debts, collecting and distributing its assets, and doing all acts required in order to wind up its business, and it may sue and be sued for the enforcement of its debts and operations until its affairs are fully adjusted in liquidation. The assets of the co-op shall be used to pay: First, the expenses incidental to liquidation; and second, deposit accounts. Any remaining assets shall be distributed to the members proportionately to the shares held by each member as of the date of dissolution.

(5) Upon the liquidation and distribution of all assets of the co-op that may be reasonably expected to be collectible, the board of directors or the liquidating agent, as the case may be, shall execute in duplicate a certificate of dissolution, prescribed by the commissioner, upon which date the co-op ceases to exist, and file the certificate with the secretary of state.