Facts
A cooperative named "Sporthaus Naturfreunde" decided at its general meeting on 22 August 1964 to sell its building and dissolve. However, at an extraordinary general meeting on 30 January 1965, the cooperative decided to reverse this dissolution decision and continue its activities. The CRO then summoned the members of the board of directors to register the dissolution of the cooperative, considering the dissolution decision to be irrevocable. The cooperative and its members contested this decision before the Federal Tribunal.Considerations
The Federal Tribunal considers that the dissolution decision taken by the general meeting of a cooperative is irrevocable, in accordance with Arts. 738 and 739 CO. Although the dissolved cooperative retains its legal personality until the end of the liquidation, the powers of the company's governing bodies are limited to the acts necessary for the liquidation. The Federal Tribunal rejects the argument that the company's governing bodies could freely modify or revoke the dissolution…