(a) A corporation's board of directors may propose dissolution for submission to the shareholders.

(b) For a board of directors' proposal to dissolve to be adopted:

(1) the board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and

(2) the shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (f).

(c) The board of directors may condition the submission of its proposal for dissolution on any basis.

(d) If the holders of at least ten percent of any class of voting shares of the corporation propose dissolution, the board of directors shall submit the proposal to the shareholders at the next possible special or annual meeting.

(e) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 33-7-105. The notice must state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation.

(f) Unless the articles of incorporation require a different vote or the board of directors (acting pursuant to subsection (c)) requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted must be approved by two-thirds of all the votes entitled to be cast on that proposal.

(g) The articles of incorporation may require a lower or higher vote for approval than that specified in subsection (f), but the required vote must be at least a majority of all the votes entitled to be cast on the proposal.

HISTORY: Derived from 1976 Code Section 33-21-20 [1962 Code Section 12-22.2; 1952 Code Sections 12-641 to 12-643; 1942 Code Sections 7707, 7708; 1932 Code Sections 7707, 7708; Civ. C. '22 Sections 4279, 4280; Civ. C. '12 Sections 2812, 2813; 1902 (23) 1036; 1919 (31) 56, 1925 (34) 244; 1960 (51) 1752; 1962 (52) 1996; 1963 (53) 327; 1981 Act No. 146, Section 2; Repealed, 1988 Act No. 444, Section 4(1)]; 1988 Act No. 444, Section 2.