§414-382  Dissolution by board of directors
and shareholders.  (a)  A corporation's board of directors may propose
dissolution for submission to the shareholders.



(b)  For a proposal to dissolve to be adopted:



(1)  The board of directors must recommend dissolution
to the shareholders unless the board of directors determines that because of
conflict of interest or other special circumstances it should make no
recommendation and communicates the basis for its determination to the
shareholders; and



(2)  The shareholders entitled to vote must approve
the proposal to dissolve as provided in subsections (e) and (f).



(c)  The board of directors may condition its
submission of the proposal for dissolution on any basis.



(d)  The corporation shall notify each shareholder,
whether or not entitled to vote, of the proposed shareholders' meeting in
accordance with section 414-125.  The notice must also state that the purpose,
or one of the purposes, of the meeting is to consider dissolving the
corporation.



(e)  With respect to the corporations
incorporated on or after July 1, 1987, at the meeting a vote of shareholders
entitled to vote thereat shall be taken on a resolution to dissolve the
corporation.  The resolution shall be adopted upon receiving the affirmative vote
of the holders of a majority of the shares of the corporation entitled to vote
thereon, unless any class of shares is entitled to vote thereon as a class, in
which event the resolution shall be adopted upon receiving the affirmative vote
of the holders of a majority of the shares of each class of shares entitled to
vote thereon as a class and of the total shares entitled to vote thereon.



(f)  With respect to corporations incorporated
before July 1, 1987, at the meeting a vote of shareholders entitled to vote
thereat shall be taken on a resolution to dissolve the corporation.  The
resolution shall be adopted upon receiving the affirmative vote of the holders
of three-fourths of the shares of the corporation entitled to vote thereon,
unless any class of shares is entitled to vote thereon as a class, in which
event the resolution shall be adopted upon receiving the affirmative vote of
the holders of three-fourths of the shares of each class of shares entitled to
vote thereon as a class and of the total shares entitled to vote thereon.  The
articles of incorporation may be amended by the vote set forth in the preceding
sentence to provide for a lesser proportion of shares, or of any class or
series thereof, than is provided in the preceding sentence, in which case the
articles of incorporation shall control; provided that the lesser proportion
shall not be less than the proportion set forth in subsection (e). [L 2000, c
244, pt of §1; am L 2001, c 129, §38]