§ 23-17-22-2 — Proposals by board; conditions for adoption; notice

(a) A corporation's board of directors may
propose dissolution for submission to the members.
(b) For a proposal to dissolve to be adopted, the following
conditions must be met:
(1) The board of directors must recommend dissolution to the
members unless the board of directors determines that because of
conflict of interest or other special circumstances the board
should not make a recommendation and communicates the basis
for the board's determination to the members.
(2) The members entitled to vote must approve the proposal to
dissolve as provided under subsection (f).
(3) A person whose approval is required by articles of
incorporation authorized under IC 23-17-17-1 for an amendment
to the articles of incorporation or bylaws must approve the
proposal to dissolve in writing.
(c) If a corporation does not have members, dissolution must be
approved by a majority of the directors in office at the time dissolution
is approved. The corporation shall provide notice to directors of a
director's meeting where an approval for dissolution will be sought
under IC 23-17-15-3. The notice must state that the purpose of the
meeting is to consider the proposed dissolution.
(d) The board of directors may condition the board's submission of
the proposal for dissolution on any basis.
(e) The corporation must notify each member, whether or not
entitled to vote, of the proposed members' meeting under IC 23-17-10-5. The notice must state that the purpose of the meeting is to
consider dissolving the corporation.
(f) Unless articles of incorporation or a board of directors acting
under subsection (d) require a greater vote or a vote by voting groups,
the proposal to dissolve to be adopted must be approved by the
members by a majority of the votes cast on the proposal.
(g) After a proposal for dissolution is adopted, the corporation must
give the notices required under the following:
(1) IC 6-8.1-10-9.
(2) IC 22-4-32-23.

Legislative History

As added by P.L.179-1991, SEC.1. Amended by P.L.121-1994, SEC.1; P.L.31-1995, SEC.5; P.L.2-2002, SEC.75; P.L.141-2021, SEC.9.