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

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

(1)  The board of directors must recommend dissolutionto the shareholders unless the board of directors determines that because ofconflict of interest or other special circumstances it should make norecommendation and communicates the basis for its determination to theshareholders; and

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

(c)  The board of directors may condition itssubmission 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 inaccordance with section 414-125.  The notice must also state that the purpose,or one of the purposes, of the meeting is to consider dissolving thecorporation.

(e)  With respect to the corporationsincorporated on or after July 1, 1987, at the meeting a vote of shareholdersentitled to vote thereat shall be taken on a resolution to dissolve thecorporation.  The resolution shall be adopted upon receiving the affirmative voteof the holders of a majority of the shares of the corporation entitled to votethereon, unless any class of shares is entitled to vote thereon as a class, inwhich event the resolution shall be adopted upon receiving the affirmative voteof the holders of a majority of the shares of each class of shares entitled tovote thereon as a class and of the total shares entitled to vote thereon.

(f)  With respect to corporations incorporatedbefore July 1, 1987, at the meeting a vote of shareholders entitled to votethereat shall be taken on a resolution to dissolve the corporation.  Theresolution shall be adopted upon receiving the affirmative vote of the holdersof 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 whichevent the resolution shall be adopted upon receiving the affirmative vote ofthe holders of three-fourths of the shares of each class of shares entitled tovote thereon as a class and of the total shares entitled to vote thereon.  Thearticles of incorporation may be amended by the vote set forth in the precedingsentence to provide for a lesser proportion of shares, or of any class orseries thereof, than is provided in the preceding sentence, in which case thearticles of incorporation shall control; provided that the lesser proportionshall not be less than the proportion set forth in subsection (e). [L 2000, c244, pt of §1; am L 2001, c 129, §38]