US Laws, Codes, Statutes & Cases

 
  § 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);  provided,
  however,  that if the corporation is a Type B, C or D corporation, other
  than a corporation incorporated pursuant to article 15 (Public  cemetery
  corporations), and has no assets to distribute, other than a reserve not
  to  exceed  twenty-five  thousand  dollars  for  the  purpose  of paying
  ordinary and necessary expenses of  winding  up  its  affairs  including
  attorney  and  accountant  fees,  and  liabilities  not in excess of ten
  thousand dollars at the time of adoption of the plan of dissolution, the
  vote required by the corporation's board of directors  for  adoption  of
  the  plan  of  dissolution  of  such  a  corporation  or members for the
  authorization thereof shall be:
    (1) the number of directors or members required under this chapter and
  any other applicable law; or
    (2) if there are fewer than three directors, the  remaining  directors
  unanimously  or  members  required  under  this  chapter  and  any other
  applicable law.
    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.  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.
    (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) The plan of dissolution and  distribution  of  assets  shall  have
  annexed  thereto  the  approval of a justice of the supreme court in the
  judicial district in which the office of the corporation is  located  in
  the  case  of a Type B, C or D corporation, and in the case of any other
  corporation which holds  assets  at  the  time  of  dissolution  legally
  required  to  be  used  for  a  particular  purpose, except that no such
  approval shall be required with respect to the plan of dissolution of  a
  corporation,  other  than a corporation incorporated pursuant to article
  15 (Public cemetery corporations), which has no assets to distribute  at
  the  time of dissolution, other than a reserve not to exceed twenty-five
  thousand dollars for  the  purpose  of  paying  ordinary  and  necessary
  expenses  of  winding  up  its affairs including attorney and accountant
  fees, and liabilities not in excess of ten thousand dollars,  and  which
  has  complied with the requirements of section 1001 (Plan of dissolution
  and distribution of assets)  and  this  section  applicable  to  such  a
  corporation.  Application  to  the  supreme  court for an order 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, and upon ten days written notice to the
  attorney  general  accompanied  by  copies  of  such  petition, plan and
  consents. In such case where approval of a justice of the supreme  court
  is  not  required,  a  copy  of  such  plan certified under penalties of
  perjury shall be filed with the attorney general within ten  days  after
  its authorization.