§ 7-114-102 — Authorization of dissolution after issuance of shares

(1) After
shares have been issued, dissolution of a corporation may be authorized in the
manner provided in subsection (2) of this section.

(2) For a proposal to dissolve the corporation to be authorized:

(a) The board of directors shall adopt the proposal to dissolve;

(b) The board of directors shall recommend the proposal to dissolve 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

(c) The shareholders entitled to vote on the proposal to dissolve shall
approve the proposal to dissolve as provided in subsection (5) of this section.

(3) The board of directors may condition the effectiveness of the dissolution
on any basis.

(4) The corporation shall give notice, in accordance with section 7-107-105,
to each shareholder entitled to vote on the proposal of the shareholders' meeting at
which the proposal to dissolve will be voted upon. The notice shall state that the
purpose, or one of the purposes, of the meeting is to consider the proposal to
dissolve the corporation, and the notice shall contain or be accompanied by a copy
of the proposal or a summary thereof.

(5) Unless articles 101 to 117 of this title (including the provisions of section
7-117-101 (10)), the articles of incorporation, bylaws adopted by the shareholders, or
the board of directors acting pursuant to subsection (3) of this section require a
greater vote, the proposal to dissolve shall be approved by each voting group
entitled to vote separately on the proposal by a majority of all the votes entitled to
be cast on the proposal by that voting group.

Legislative History

Source: L. 93: Entire article added, p. 822, � 1, effective July 1, 1994.