§ 7-6-50 - Voluntary dissolution.
SECTION 7-6-50
§ 7-6-50 Voluntary dissolution. – (a) A corporation may dissolve and wind up its affairs in the following manner:
(1) If there are members entitled to vote on dissolution, theboard of directors shall adopt a resolution recommending that the corporationbe dissolved, and directing that the question of the dissolution be submittedto a vote at a meeting of members entitled to vote on it, which may be eitheran annual or special meeting. Written notice stating that the purpose, or oneof the purposes, of the meeting is to consider the advisability of dissolvingthe corporation, shall be given to each member entitled to vote at the meeting,within the time and in the manner provided by this chapter for the giving ofnotice of meetings of members. A resolution to dissolve the corporation isadopted upon receiving at least a majority of the votes which members presentat the meeting or represented by proxy are entitled to cast.
(2) If there are no members, or no members entitled to voteon dissolution, the dissolution of the corporation shall be authorized at ameeting of the board of directors upon the adoption of a resolution to dissolveby the vote of a majority of the directors in office.
(b) Upon the adoption of the resolution by the members, or bythe board of directors if there are no members or no members entitled to voteon dissolution, the corporation shall cease to conduct its affairs except tothe extent necessary for the winding up of its affairs, shall immediately maila notice of the proposed dissolution to each known creditor of the corporation,and shall proceed to collect its assets and apply and distribute them asprovided in this chapter.