§ 55-14-02. Dissolution by board of directors and shareholders. - North Carolina Statutes

§55‑14‑02.  Dissolution by board of directors and shareholders.

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

(b)        For a proposal todissolve to be adopted:

(1)        The board ofdirectors must recommend dissolution to the shareholders unless the board ofdirectors determines that because of conflict of interest or other specialcircumstances it should make no recommendation, in which event the board ofdirectors must communicate the proposal and the basis for its lack of arecommendation to the shareholders; and

(2)        The shareholdersentitled to vote must approve the proposal to dissolve as provided insubsection (e).

(c)        The board ofdirectors may condition its submission of the proposal for dissolution on anybasis.

(d)        The corporationshall notify each shareholder, whether or not entitled to vote, of the proposedshareholders' meeting in accordance with G.S. 55‑7‑05.  The noticemust also state that the purpose, or one of the purposes, of the meeting is toconsider dissolving the corporation.

(e)        Unless the articlesof incorporation, a bylaw adopted by the shareholders, or the board ofdirectors (acting pursuant to subsection (c)) require a greater vote or a voteby voting groups, the proposal to dissolve to be adopted must be approved by amajority of all the votes entitled to be cast on that proposal. (1901,c. 2, s. 34; Rev., s. 1195; C.S., s. 1182; 1941, c. 195; G.S., s. 55‑121;1951, c. 1005, s. 4; 1955, c. 1371, s. 1; 1989, c. 265, s. 1.)