1002. Authorization of plan.(a) Upon adopting a plan of dissolution and distribution of assets, the board shall submit it to a vote of the members, if any, and such plan shall be approved at a meeting of members by two-thirds vote as provided in paragraph (c) of section 613 (Vote of members) of this chapter; provided, however, that if the corporation is a charitable corporation, other than a corporation incorporated pursuant to article 15 (Public cemetery corporations) of this chapter, the vote required by the corporation's board of directors for adoption of the plan of dissolution of such a corporation or by the corporation's members for the authorization thereof shall be:
(1) In the case of a vote by the board of directors: (i) the number of directors required under the certificate of incorporation, by-laws, this chapter and any other applicable law; or
(ii) if the number of directors actually holding office as such at the time of the vote to adopt the plan is less than the number required to constitute a quorum of directors under the certificate of incorporation, the by-laws, this chapter or any other applicable law, the remaining directors unanimously;
(2) In the case of a vote by the members, (i) the number of members required under the certificate of incorporation, by-laws, this chapter and any other applicable law; or (ii) by the vote of members authorized by an order of the supreme court pursuant to section 608 (Quorum at meeting of members) of this chapter permitting the corporation to dispense with the applicable quorum requirement.
Notice of a special or regular meeting of the board of directors or of the members entitled to vote on adoption and authorization or approval of the plan of dissolution shall be sent to all the directors and members of record entitled to vote. Unless otherwise directed by order of the supreme court pursuant to section 608 (Quorum at meeting of members) of this chapter, the notice shall be sent by certified mail, return receipt requested, to the last known address of record of each director and member not fewer than thirty, and not more than sixty days before the date of each meeting provided, however, that if the last known address of record of any director or member is not within the United States, the notice to such director shall be sent by any other reasonable means.
(b) If there are no members entitled to vote on the dissolution of the corporation, the plan of dissolution and distribution of assets shall be deemed authorized upon its adoption by the board.
(c) Whenever a statute creating, or authorizing the formation of, a corporation requires approval by a governmental body or officer for the formation of such corporation, dissolution shall not be authorized without the approval of such body or officer.
(d) (1) The plan of dissolution and distribution of assets shall have annexed thereto the approval of the attorney general in the case of a charitable corporation, and in the case of any non-charitable corporation which at the time of dissolution holds assets legally required to be used for a particular purpose.
(2) Application to the attorney general for such approval shall be by verified petition, with the plan of dissolution and distribution of assets and certified copies of the consents prescribed by this section annexed thereto.
(3) The attorney general may approve the petition if the corporation has adopted a plan in accordance with the requirements of section 1001 (Plan of dissolution and distribution of assets) of this article, and any other requirements imposed by law or rule. At any time, including if the attorney general does not approve the petition, or the attorney general concludes, in his or her discretion, that court review of the petition is appropriate, the corporation may apply for approval to the supreme court in the judicial district in which the principal office of the corporation is located, or in which the office of one of the domestic constituent corporations is located, for an order dissolving the corporation. Application to the supreme court for an order for such approval shall be by verified petition upon ten days written notice to the attorney general, and shall include all information required to be included in the application to the attorney general pursuant to this section.
Last modified: February 3, 2019