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273.300 Voluntary dissolution.
A corporation may dissolve and wind up its affairs in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution recommending that the corporation be dissolved, and directing that
the question of such dissolution be submitted to a vote at a meeting of
members entitled to vote thereon, which may be either an annual or a special
meeting. Written notice stating that the purpose, or one of the purposes, of
such meeting is to consider the advisability of dissolving the corporation, shall
be given to each member entitled to vote at such meeting, within the time and
in the manner provided in KRS 273.161 to 273.390 for the giving of notice of
meetings of members. A resolution to dissolve the corporation shall be adopted
upon receiving at least two-thirds (2/3) of the votes which members present at
such meeting or represented by proxy are entitled to cast.
(2) If there are no members, or no members entitled to vote thereon, the
dissolution of the corporation shall be authorized at a meeting of the board of
directors upon the adoption of a resolution to dissolve by the vote of a majority
of the directors in office.
(3) Upon the adoption of such resolution by the members, or by the board of
directors if there are no members or no members entitled to vote thereon, the
corporation shall cease to conduct its affairs except insofar as may be
necessary for the winding up thereof, shall immediately cause a notice of the
proposed dissolution to be mailed to each known creditor of the corporation,
and shall proceed to collect its assets and apply and distribute them as
provided in KRS 273.161 to 273.390.
History: Created 1968 Ky. Acts ch. 165, sec. 44.
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