§ 1102 — Judicial dissolution; petition by directors or members; petition in case of deadlock among directors or members

New York § 1102

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 11: Judicial Dissolution

Text

§ 1102. Judicial dissolution; petition by directors or members; petition\n in case of deadlock among directors or members.\n (a) A petition for the judicial dissolution of a corporation may be\npresented:\n (1) By a majority of the directors then in office, or by the members,\nor such of them as are designated for such purpose, when authorized to\ndo so by a resolution adopted by majority vote as provided in paragraph\n(c) of section 613 (Vote of members) (provided that, notwithstanding any\nprovision of the certificate of incorporation or the by-laws, a members'\nmeeting to consider such a resolution may be called, no more often than\nonce in any period of twelve consecutive months, by ten percent of the\nmembers entitled to vote thereon or by such lesser percentage or number\nof members as may be provided in the certificate of incorporation or\nby-laws), in the following cases:\n (A) The assets of the corporation are not sufficient to discharge its\nliabilities.\n (B) Dissolution will be beneficial to the members.\n (2) By ten percent of the total number of members or by any director,\nin the following cases:\n (A) The directors are so divided respecting the management of the\ncorporation's affairs that the votes required for action by the board\ncannot be obtained.\n (B) The members are so divided that the votes required for the\nelection of directors cannot be obtained.\n (C) There is internal dissension and two or more factions of members\nare so divided that dissolution would be beneficial to the members.\n (D) The directors or members in control of the corporation have\nlooted or wasted the corporate assets, have perpetuated the corporation\nsolely for their personal benefit, or have otherwise acted in an\nillegal, oppressive or fraudulent manner.\n (E) The corporation is no longer able to carry out its purposes.\n (b) In any proceeding for judicial dissolution the attorney-general\nshall be a necessary party.\n