1. The Laws of New York
  2. Consolidated Laws
  3. Not-For-Profit Corporation
  4. Article 11: Judicial Dissolution


Section 1102 Judicial dissolution; petition by directors or members; petition in case of deadlock among directors or members

Not-For-Profit Corporation (NPC)

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.