§ 3-403. Approval of voluntary dissolution -- Stock outstanding or subscribed for

   (a) In general. -- If there is any stock entitled to be voted on the dissolution either outstanding or subscribed for, the dissolution shall be approved as provided in this section.

(b) Directors' action. -- Except as provided in § 2-112 of this article, a majority of the entire board of directors of a corporation proposing to dissolve shall:

   (1) Adopt a resolution which declares that dissolution of the corporation is advisable; and

   (2) Direct that the proposed dissolution be submitted for consideration at either an annual or a special meeting of the stockholders.

(c) Notice to stockholders. -- Notice which states that a purpose of the meeting will be to act on the proposed dissolution shall be given by the corporation in the manner required by Title 2 of this article to each stockholder entitled to vote on the proposed dissolution.

(d) Stockholder approval. -- The proposed dissolution shall be approved by the stockholders of the corporation by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.

HISTORY: An. Code 1957, art. 23, § 76; 1975, ch. 311, § 2; 1999, ch. 453.