§ 7-6-52. Plan of distribution.
A plan providing for the distribution of assets, not inconsistent with the provisions
of this chapter, may be adopted by a corporation in the process of dissolution and
shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance
of assets for which this chapter requires a plan of distribution, in the following
manner:
(1) If there are members entitled to vote on the plan, the board of directors shall adopt
a resolution recommending a plan of distribution and directing its submission to a
vote at a meeting of members entitled to vote on it
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§ 7-6-52. Plan of distribution.
A plan providing for the distribution of assets, not inconsistent with the provisions
of this chapter, may be adopted by a corporation in the process of dissolution and
shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance
of assets for which this chapter requires a plan of distribution, in the following
manner:
(1) If there are members entitled to vote on the plan, the board of directors shall adopt
a resolution recommending a plan of distribution and directing its submission to a
vote at a meeting of members entitled to vote on it, which may be either an annual
or a special meeting. Written notice setting forth the proposed plan of distribution
or a summary of it shall be given to each member entitled to vote at the meeting,
within the time and in the manner provided in this chapter for the giving of notice
of meetings of members. The plan of distribution shall be adopted upon receiving at
least a majority of the votes that members present at the meeting or represented by
proxy are entitled to cast.
(2) If there are no members, or no members entitled to vote on it, a plan of distribution
shall be adopted at a meeting of the board of directors upon receiving a vote of a
majority of the directors in office.