13.1-902 - Dissolution by directors and members. - Virginia Statutes

§ 13.1-902. Dissolution by directors and members.

A. Where there are members having voting rights, a corporation's board ofdirectors may propose dissolution for submission to the members.

B. For a proposal to dissolve to be adopted:

1. The board of directors shall recommend dissolution to the members unlessthe board of directors determines that because of conflict of interests orother special circumstances it should make no recommendation and communicatesthe basis for its determination to the members; and

2. The members entitled to vote shall approve the proposal to dissolve asprovided in subsection E.

C. The board of directors may condition its submission of the proposal fordissolution on any basis.

D. The corporation shall notify each member entitled to vote of the proposedmembers' meeting in accordance with § 13.1-842. The notice shall also statethat the purpose, or one of the purposes, of the meeting is to considerdissolving the corporation.

E. Unless the board of directors, acting pursuant to subsection C, requires agreater vote, dissolution to be authorized shall have been approved by morethan two-thirds of all the votes cast on the proposal to dissolve at ameeting at which a quorum exists. The articles of incorporation may providefor a greater or lesser vote than that provided for in this subsection or avote by separate voting groups so long as the vote provided for is not lessthan a majority of all the votes cast by each voting group entitled to voteon the proposed dissolution at a meeting at which a quorum of the votinggroup exists.

(Code 1950, § 13.1-248; 1956, c. 428; 1985, c. 522; 2007, c. 925.)