§ 55A-14-02. Dissolution by directors, members, and third persons. - North Carolina Statutes

§ 55A‑14‑02. Dissolution by directors, members, and third persons.

(a)        Unless thisChapter, the articles of incorporation, bylaws, or the board of directors ormembers (acting pursuant to subsection (c) of this section) require a greatervote or voting by class, dissolution is authorized if a plan of dissolutionmeeting the requirements of G.S. 55A‑14‑03 is approved:

(1)        By the board;

(2)        By the membersentitled to vote thereon, if any, by two‑thirds of the votes cast or amajority of the votes entitled to be cast on the plan of dissolution, whicheveris less; and

(3)        In writing by anyperson or persons whose approval is required by a provision of the articles ofincorporation authorized by G.S. 55A‑10‑30 for an amendment to thearticles of incorporation or bylaws.

(b)        If the corporationdoes not have members entitled to vote thereon, dissolution shall be approvedby a vote of a majority of the directors then in office.  The corporation shallprovide at least five days' written notice of any directors' meeting at whichsuch approval will be considered.  The notice shall state that the purpose, orone of the purposes, of the meeting is to consider dissolution of thecorporation and contain or be accompanied by a copy or summary of the plan ofdissolution.

(c)        The board ofdirectors may condition its approval of the proposed dissolution, and themembers entitled to vote thereon may condition their approval of thedissolution on receipt of a higher percentage of affirmative votes or on anyother basis.

(d)        If the board ofdirectors seeks to have dissolution approved by the members entitled to votethereon at a membership meeting, the corporation shall give notice of themembership meeting to those members in accordance with G.S. 55A‑7‑05. The notice shall state that the purpose, or one of the purposes, of the meetingis to consider dissolving the corporation and contain or be accompanied by acopy or summary of the plan of dissolution.

(e)        If the board seeksto have dissolution approved by the members entitled to vote thereon by writtenconsent or written ballot, the material soliciting the approval shall containor be accompanied by a copy or summary of the plan of dissolution. (1955,c. 1230; 1973, c. 314, s. 5; 1985 (Reg. Sess., 1986), c. 801, s. 41; 1993, c.398, s. 1.)