2006 New York Code - Judicial Dissolution; Petition By Directors Or Members; Petition In Case Of Deadlock Among Directors Or Members.

  § 1102. Judicial dissolution; petition by directors or members; petition
            in case of deadlock among directors or members.
    (a)    A petition for the judicial dissolution of a corporation may be
    (1)  By a majority of the directors then in office, or by the members,
  or such of them as are designated for such purpose, when  authorized  to
  do  so by a resolution adopted by majority vote as provided in paragraph
  (c) of section 613 (Vote of members) (provided that, notwithstanding any
  provision of the certificate of incorporation or the by-laws, a members'
  meeting to consider such a resolution may be called, no more often  than
  once  in  any period of twelve consecutive months, by ten percent of the
  members entitled to vote thereon or by such lesser percentage or  number
  of  members  as  may  be provided in the certificate of incorporation or
  by-laws), in the following cases:
    (A)  The assets of the corporation are not sufficient to discharge its
    (B)  Dissolution will be beneficial to the members.
    (2)  By ten percent of the total number of members or by any director,
  in the following cases:
    (A)  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.
    (B)   The members are so divided  that  the  votes  required  for  the
  election of directors cannot be obtained.
    (C)   There is internal dissension and two or more factions of members
  are so divided that dissolution would be beneficial to the members.
    (D)   The directors or members in  control  of  the  corporation  have
  looted  or wasted the corporate assets, have perpetuated the corporation
  solely for their  personal  benefit,  or  have  otherwise  acted  in  an
  illegal, oppressive or fraudulent manner.
    (E)  The corporation is no longer able to carry out its purposes.
    (b)    In any proceeding for judicial dissolution the attorney-general
  shall be a necessary party.

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