(1) A corporation's board of directors may propose dissolution for submission to
(2) For a proposal to dissolve to be adopted:
(a) The board of directors shall recommend dissolution to the shareholders unless
the board of directors determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates the basis for its
determination to the shareholders; and
(b) The shareholders entitled to vote shall approve the proposal to dissolve as provided
in subsection (5) of this section.
(3) The board of directors may condition its submission of the proposal for dissolution
on any basis.
(4) The corporation shall notify each shareholder, whether or not entitled to vote,
of the proposed shareholders' meeting in accordance with KRS 271B.7-050. The notice shall also state that the purpose, or one of the purposes, of the meeting
is to consider dissolving the corporation.
(5) Unless the articles of incorporation or the board of directors (acting pursuant
to subsection (3)) of this section require a greater vote or a vote by voting groups,
the proposal to dissolve to be adopted shall be approved by a majority of all votes
entitled to be cast on that proposal.
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