§ 10-11402 — Dissolution by directors and third persons

A. If the members of the corporation are entitled to vote on dissolution, a corporation's board of directors may propose dissolution for submission to the members.

B. For a proposal to dissolve to be adopted all of the following shall have occurred:

1. The board of directors shall recommend dissolution to the members, 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 members.

2. The members entitled to vote shall approve the proposal to dissolve as provided in subsection E or F of this section.

3. Each person whose approval is required by the articles of incorporation for dissolution shall approve the plan in writing.

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

D. The corporation shall notify each member of the proposed membership meeting in accordance with section 10-3705. The notice shall also state that the purpose or one of the purposes of the meeting is to consider dissolving the corporation and shall contain or be accompanied by a copy or summary of the plan of dissolution.

E. Unless the articles of incorporation or the board of directors acting pursuant to subsection C of this section requires a greater vote or voting by class, in order to adopt the proposal to dissolve a majority of the votes cast or a majority of the voting power, whichever is less, shall approve the proposal to dissolve.

F. If the board of directors submits the dissolution for member action by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.

G. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.