[§414D-242]  Dissolution by directors,members, and third persons.  (a)  Unless this chapter, any other statelaw, the articles, the bylaws, or the board of directors or members (actingpursuant to subsection (c)) require a greater vote or voting by class,dissolution is authorized if it is approved:

(1)  By the board;

(2)  By the members, if any, by two-thirds of thevotes cast or a majority of the voting power, whichever is less; and

(3)  In writing by any person or persons whoseapproval is required by a provision of the articles authorized by section 414D‑188for an amendment to the articles or bylaws.

(b)  If the corporation does not have members,dissolution must be approved by a vote of a majority of the directors in officeat the time the transaction is approved.  In addition, the corporation shallprovide notice of any directors' meeting at which the approval is to beobtained in accordance with section 414D‑145(c).  The notice must alsostate that the purpose, or one of the purposes, of the meeting is to considerdissolution of the corporation and contain or be accompanied by a copy orsummary of the plan of dissolution.

(c)  The board may condition its submission ofthe proposed dissolution, and the members may condition their approval of thedissolution on receipt of a higher percentage of affirmative votes or on anyother basis.

(d)  If the board seeks to have dissolutionapproved by the members at a membership meeting, the corporation shall givenotice to its members of the proposed membership meeting in accordance withsection 414D‑105.  The notice shall also state that the purpose, or oneof the purposes, of the meeting is to consider dissolving the corporation andcontain or be accompanied by a copy or summary of the plan of dissolution.

(e)  If the board seeks to have dissolutionapproved by the members by written consent or written ballot, the materialsoliciting the approval shall contain or be accompanied by a copy or summary ofthe plan of dissolution.

(f)  The plan of dissolution shall indicate towhom the assets owned or held by the corporation will be distributed after allcreditors have been paid. [L 2001, c 105, pt of §1]