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This entry was published on 2014-09-22
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SECTION 1102
Judicial dissolution; petition by directors or members; petition in case of deadlock among directors or members
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 11
§ 1102. Judicial dissolution; petition by directors or members; petition

in case of deadlock among directors or members.

(a) A petition for the judicial dissolution of a corporation may be
presented:

(1) By a majority of the directors then in office, or by the members,
or such of them as are designated for such purpose, when authorized to
do so by a resolution adopted by majority vote as provided in paragraph
(c) of section 613 (Vote of members) (provided that, notwithstanding any
provision of the certificate of incorporation or the by-laws, a members'
meeting to consider such a resolution may be called, no more often than
once in any period of twelve consecutive months, by ten percent of the
members entitled to vote thereon or by such lesser percentage or number
of members as may be provided in the certificate of incorporation or
by-laws), in the following cases:

(A) The assets of the corporation are not sufficient to discharge its
liabilities.

(B) Dissolution will be beneficial to the members.

(2) By ten percent of the total number of members or by any director,
in the following cases:

(A) The directors are so divided respecting the management of the
corporation's affairs that the votes required for action by the board
cannot be obtained.

(B) The members are so divided that the votes required for the
election of directors cannot be obtained.

(C) There is internal dissension and two or more factions of members
are so divided that dissolution would be beneficial to the members.

(D) The directors or members in control of the corporation have
looted or wasted the corporate assets, have perpetuated the corporation
solely for their personal benefit, or have otherwise acted in an
illegal, oppressive or fraudulent manner.

(E) The corporation is no longer able to carry out its purposes.

(b) In any proceeding for judicial dissolution the attorney-general
shall be a necessary party.