§414D-252  Grounds for judicial dissolution. (a)  The court may dissolve a corporation in a proceeding by the attorneygeneral if it is established that:

(1)  The corporation obtained its articles ofincorporation through fraud;

(2)  The corporation has continued to exceed or abusethe authority conferred upon it by law;

(3)  The corporation is a public benefit corporationand the corporate assets are being misapplied or wasted; or

(4)  The corporation is a public benefit corporationand is no longer able to carry out its activities.

(b)  In a proceeding by fifty members ormembers holding five per cent of the voting power, whichever is less, or by adirector or any person specified in the articles, the court may dissolve acorporation if it is established that:

(1)  The directors are deadlocked in the management ofthe corporate affairs, and the members, if any, are unable to breach thedeadlock;

(2)  The directors or those in control of thecorporation have acted, are acting, or will act in a manner that is illegal,oppressive, or fraudulent;

(3)  The members are deadlocked in voting power andhave failed, for a period that includes at least two consecutive annual meetingdates, to elect successors to directors whose terms have, or would otherwisehave, expired; or

(4)  The corporate assets are being misapplied orwasted.

(c)  The court may dissolve a corporation in aproceeding by a creditor if it is established that:

(1)  The creditor's claim has been reduced tojudgment, the execution on the judgment returned unsatisfied, and thecorporation is insolvent; or

(2)  The corporation has admitted in writing that thecreditor's claim is due and owing and the corporation is insolvent.

(d)  The court may dissolve a corporation in aproceeding by the corporation to have its voluntary dissolution continued undercourt supervision.

(e)  Prior to dissolving a corporation, thecourt shall consider whether there are reasonable alternatives to dissolution,whether dissolution is in the public interest, provided the corporation servesa public purpose, and whether dissolution is the best way of protecting theinterests of members. [L 2001, c 105, pt of §1; am L 2004, c 171, §11]