17-7215.   Dissolution of close corporation at option of stockholders orupon event or contingency specified in articles of incorporation;disclosure of provision on stock certificates.(a) The articles of incorporation of any close corporation may include aprovision granting to any stockholder, or to the holders of any specifiednumber or percentage of shares of any class of stock, an option to have thecorporation dissolved at will or upon the occurrence of any specified eventor contingency. Whenever any such option to dissolve is exercised, thestockholders exercising such option shall give written notice thereof toall other stockholders. After the expiration of thirty (30) days followingthe sending of such notice, the dissolution of the corporation shallproceed as if the required number of stockholders having voting power hadvoted in favor thereof.

      (b)   If the articles of incorporation, as originally filed, do notcontain a provision authorized by subsection (a), the articles may beamended to include such provision if adopted by the affirmative vote of theholders of all the outstanding stock, whether or not entitled to vote,unless the articles of incorporation specifically authorize such anamendment by a vote which shall be not less than two-thirds (2/3) of allthe outstanding stock whether or not entitled to vote.

      (c)   Each stock certificate in any corporation whose articles ofincorporation authorize dissolution, as permitted by this section, shallconspicuously note on the face thereof the existence of the provision.Unless noted conspicuously on the face of the stock certificate, theprovision is ineffective.

      History:   L. 1972, ch. 52, § 139; July 1.