2006 New York Code - Petition In Case Of Deadlock Among Directors Or Shareholders.

 
  § 1104. Petition in case of deadlock among directors or shareholders.
    (a)   Except as otherwise provided in the certificate of incorporation
  under section 613 (Limitations on right to vote), the holders of  shares
  representing  one-half  of  the  votes  of  all  outstanding shares of a
  corporation entitled to vote in an election of directors may  present  a
  petition for dissolution on one or more of the following grounds:
    (1) That the directors are so divided respecting the management of the
  corporation's  affairs  that  the votes required for action by the board
  cannot be obtained.
    (2) That the shareholders are so divided that the votes  required  for
  the election of directors cannot be obtained.
    (3)  That  there  is  internal  dissension and two or more factions of
  shareholders are so divided that dissolution would be beneficial to  the
  shareholders.
    (b)  If  the certificate of incorporation provides that the proportion
  of votes required for action by the board, or the proportion of votes of
  shareholders required for election of directors, shall be  greater  than
  that  otherwise  required  by  this  chapter,  such  a  petition  may be
  presented by the holders of shares representing more than  one-third  of
  the  votes  of  all  outstanding shares entitled to vote on non-judicial
  dissolution under section 1001 (Authorization of dissolution).
    (c) Notwithstanding any provision in the certificate of incorporation,
  any holder of shares entitled to vote at an election of directors  of  a
  corporation,  may  present  a petition for its dissolution on the ground
  that the shareholders are so divided that they have failed, for a period
  which includes at least two consecutive annual meeting dates,  to  elect
  successors  to  directors whose terms have expired or would have expired
  upon the election and qualification of their successors.