(1) In a proceeding bythe Attorney General if it is established that:
a. The corporationobtained its articles of incorporation through fraud; or
b. The corporation has,after written notice by the Attorney General given at least 20 days priorthereto, continued to exceed or abuse the authority conferred upon it by law;
(2) In a proceeding by amember or director, if it is established that:
a. The directors aredeadlocked in the management of the corporate affairs, and the members, if any,are unable to break the deadlock;
b. The directors orthose in control of the corporation have acted, are acting, or will act in amanner that is illegal, oppressive, or fraudulent;
c. The members aredeadlocked in voting power and have failed, for a period that includes at leasttwo consecutive annual meeting dates, to elect successors to directors whoseterms have, or would otherwise have, expired;
d. The corporate assetsare being misapplied or wasted; or
e. The corporation isno longer able to carry out its purposes.
(3) In a proceeding by acreditor if it is established that:
a. The creditor's claimhas been reduced to judgment and execution on the judgment has been returnedunsatisfied; or
b. The corporation hasadmitted in writing that the creditor's claim is due and owing and thecorporation is insolvent.
(4) In a proceeding bythe corporation to have its voluntary dissolution continued under courtsupervision.
(b) Prior to dissolvinga corporation, the court shall consider whether:
(1) There are reasonablealternatives to dissolution;
(2) Dissolution is inthe public interest, if the corporation is a charitable or religiouscorporation; and
(3) Dissolution isreasonably necessary for the protection of the rights or interests of themembers, if any. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s.42; 1993, c. 398, s. 1.)
(1) In a proceeding bythe Attorney General if it is established that:
a. The corporationobtained its articles of incorporation through fraud; or
b. The corporation has,after written notice by the Attorney General given at least 20 days priorthereto, continued to exceed or abuse the authority conferred upon it by law;
(2) In a proceeding by amember or director, if it is established that:
a. The directors aredeadlocked in the management of the corporate affairs, and the members, if any,are unable to break the deadlock;
b. The directors orthose in control of the corporation have acted, are acting, or will act in amanner that is illegal, oppressive, or fraudulent;
c. The members aredeadlocked in voting power and have failed, for a period that includes at leasttwo consecutive annual meeting dates, to elect successors to directors whoseterms have, or would otherwise have, expired;
d. The corporate assetsare being misapplied or wasted; or
e. The corporation isno longer able to carry out its purposes.
(3) In a proceeding by acreditor if it is established that:
a. The creditor's claimhas been reduced to judgment and execution on the judgment has been returnedunsatisfied; or
b. The corporation hasadmitted in writing that the creditor's claim is due and owing and thecorporation is insolvent.
(4) In a proceeding bythe corporation to have its voluntary dissolution continued under courtsupervision.
(b) Prior to dissolvinga corporation, the court shall consider whether:
(1) There are reasonablealternatives to dissolution;
(2) Dissolution is inthe public interest, if the corporation is a charitable or religiouscorporation; and
(3) Dissolution isreasonably necessary for the protection of the rights or interests of themembers, if any. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s.42; 1993, c. 398, s. 1.)
(1) In a proceeding bythe Attorney General if it is established that:
a. The corporationobtained its articles of incorporation through fraud; or
b. The corporation has,after written notice by the Attorney General given at least 20 days priorthereto, continued to exceed or abuse the authority conferred upon it by law;
(2) In a proceeding by amember or director, if it is established that:
a. The directors aredeadlocked in the management of the corporate affairs, and the members, if any,are unable to break the deadlock;
b. The directors orthose in control of the corporation have acted, are acting, or will act in amanner that is illegal, oppressive, or fraudulent;
c. The members aredeadlocked in voting power and have failed, for a period that includes at leasttwo consecutive annual meeting dates, to elect successors to directors whoseterms have, or would otherwise have, expired;
d. The corporate assetsare being misapplied or wasted; or
e. The corporation isno longer able to carry out its purposes.
(3) In a proceeding by acreditor if it is established that:
a. The creditor's claimhas been reduced to judgment and execution on the judgment has been returnedunsatisfied; or
b. The corporation hasadmitted in writing that the creditor's claim is due and owing and thecorporation is insolvent.
(4) In a proceeding bythe corporation to have its voluntary dissolution continued under courtsupervision.
(b) Prior to dissolvinga corporation, the court shall consider whether:
(1) There are reasonablealternatives to dissolution;
(2) Dissolution is inthe public interest, if the corporation is a charitable or religiouscorporation; and
(3) Dissolution isreasonably necessary for the protection of the rights or interests of themembers, if any. (1955, c. 1230; 1985 (Reg. Sess., 1986), c. 801, s.42; 1993, c. 398, s. 1.)
