§ 1002 — Authorization of plan

§ 1002. Authorization of plan.\n (a) Upon adopting a plan of dissolution and distribution of assets,\nthe board shall submit it to a vote of the members, if any, and such\nplan shall be approved at a meeting of members by two-thirds vote as\nprovided in paragraph (c) of section 613 (Vote of members) of this\nchapter; provided, however, that if the corporation is a charitable\ncorporation, other than a corporation incorporated pursuant to article\n15 (Public cemetery corporations) of this chapter, the vote required by\nthe corporation's board of directors for adoption of the plan of\ndissolution of such a corporation or by the corporation's members for\nthe authorization thereof shall be:\n (1) In the case of a vote by the board of directors: (i) the number of\ndirectors required under the certificate of incorporation, by-laws, this\nchapter and any other applicable law;\n (ii) two-thirds of the directors present at the time of the vote, if a\nquorum is present at that time; or\n (iii) if the number of directors actually holding office as such at\nthe time of the vote to adopt the plan is less than the number required\nto constitute a quorum of directors under the certificate of\nincorporation, the by-laws, this chapter or any other applicable law,\nthe remaining directors unanimously;\n (2) In the case of a vote by the members, (i) the number of members\nrequired under the certificate of incorporation, by-laws, this chapter\nand any other applicable law; or (ii) by the vote of members authorized\nby an order of the supreme court pursuant to section 608 (Quorum at\nmeeting of members) of this chapter permitting the corporation to\ndispense with the applicable quorum requirement.\n Notice of a special or regular meeting of the board of directors or of\nthe members entitled to vote on adoption and authorization or approval\nof the plan of dissolution shall be sent to all the directors and\nmembers of record entitled to vote. Unless otherwise directed by order\nof the supreme court pursuant to section 608 (Quorum at meeting of\nmembers) of this chapter, the notice shall be sent by certified mail,\nreturn receipt requested, to the last known address of record of each\ndirector and member not fewer than thirty, and not more than sixty days\nbefore the date of each meeting provided, however, that if the last\nknown address of record of any director or member is not within the\nUnited States, the notice to such director shall be sent by any other\nreasonable means.\n (b) If there are no members entitled to vote on the dissolution of the\ncorporation, the plan of dissolution and distribution of assets shall be\ndeemed authorized upon its adoption by the board.\n (c) Whenever a statute creating, or authorizing the formation of, a\ncorporation requires approval by a governmental body or officer for the\nformation of such corporation, dissolution shall not be authorized\nwithout the approval of such body or officer.\n (d) (1) The plan of dissolution and distribution of assets shall have\nannexed thereto the approval of the attorney general in the case of a\ncharitable corporation, and in the case of any non-charitable\ncorporation which at the time of dissolution holds assets legally\nrequired to be used for a particular purpose.\n (2) Application to the attorney general for such approval shall be by\nverified petition, with the plan of dissolution and distribution of\nassets and certified copies of the consents prescribed by this section\nannexed thereto.\n (3) The attorney general may approve the petition if the corporation\nhas adopted a plan in accordance with the requirements of section 1001\n(Plan of dissolution and distribution of assets) of this article, and\nany other requirements imposed by law or rule. At any time, including if\nthe attorney general does not approve the petition, or the attorney\ngeneral concludes, in his or her discretion, that court review of the\npetition is appropriate, the corporation may apply for approval to the\nsupreme court in the judicial district in which the principal office of\nthe corporation is located, or in which the office of one of the\ndomestic constituent corporations is located, for an order dissolving\nthe corporation. Application to the supreme court for an order for such\napproval shall be by verified petition upon ten days written notice to\nthe attorney general, and shall include all information required to be\nincluded in the application to the attorney general pursuant to this\nsection.\n