1. The Laws of New York
  2. Consolidated Laws
  3. Not-For-Profit Corporation
  4. Article 10: Non-judicial Dissolution


Section 1010 Revocation of voluntary dissolution proceedings

Not-For-Profit Corporation (NPC)

  (a) At any time prior to the filing of a certificate of dissolution by the department of state, a corporation may revoke the action taken to dissolve the corporation in the following manner:

  (1) If there are members entitled to vote thereon:

  (A) Unless the certificate of incorporation dispenses with dissolution action by the board, the board shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked and directing submission of the proposed revocation to a vote of the members entitled to vote thereon.

  (B) Revocation of the voluntary dissolution proceedings shall be authorized by two-thirds vote as provided in paragraph (c) of section 613 (Vote of members).

  (2) If there are no members entitled to vote thereon, revocation of the voluntary dissolution proceedings shall be authorized by the vote of a majority of the directors then in office.

  (3) If approval of the dissolution of a corporation by a governmental body or officer is required, as provided in paragraph (c) of section 1002 (Authorization of plan), and such approval has been given, revocation of the voluntary dissolution proceedings shall not be authorized without approval thereof by such body or officer.