2023 New York Laws › NPC - Not-For-Profit Corporation › Article 10 - Non-Judicial Dissolution › 1002 - Authorization of Plan.

§ 1002. Authorization of plan.
(a)  Upon  adopting  a plan of dissolution and distribution of assets,
the board shall submit it to a vote of the members,  if  any,  and  such
plan  shall  be  approved  at a meeting of members by two-thirds vote as
provided in paragraph (c) of section  613  (Vote  of  members)  of  this
chapter;  provided,  however,  that  if  the corporation is a charitable
corporation, other than a corporation incorporated pursuant  to  article
15  (Public cemetery corporations) of this chapter, the vote required by
the corporation's board  of  directors  for  adoption  of  the  plan  of
dissolution  of  such  a corporation or by the corporation's members for
the authorization thereof shall be:
(1) In the case of a vote by the board of directors: (i) the number of
directors required under the certificate of incorporation, by-laws, this
chapter and any other applicable law;
(ii) two-thirds of the directors present at the time of the vote, if a
quorum is present at that time; or
(iii) if the number of directors actually holding office  as  such  at
the  time of the vote to adopt the plan is less than the number required
to  constitute  a  quorum  of  directors  under   the   certificate   of
incorporation,  the  by-laws,  this chapter or any other applicable law,
the remaining directors unanimously;
(2) In the case of a vote by the members, (i) the  number  of  members
required  under  the certificate of incorporation, by-laws, this chapter
and any other applicable law; or (ii) by the vote of members  authorized
by  an  order  of  the  supreme court pursuant to section 608 (Quorum at
meeting of members)  of  this  chapter  permitting  the  corporation  to
dispense with the applicable quorum requirement.
Notice of a special or regular meeting of the board of directors or of
the  members  entitled to vote on adoption and authorization or approval
of the plan of dissolution shall  be  sent  to  all  the  directors  and
members  of  record entitled to vote. Unless otherwise directed by order
of the supreme court pursuant to  section  608  (Quorum  at  meeting  of
members)  of  this  chapter, the notice shall be sent by certified mail,
return receipt requested, to the last known address of  record  of  each
director  and member not fewer than thirty, and not more than sixty days
before the date of each meeting provided,  however,  that  if  the  last
known  address  of  record  of  any director or member is not within the
United States, the notice to such director shall be sent  by  any  other
reasonable means.
(b) If there are no members entitled to vote on the dissolution of the
corporation, the plan of dissolution and distribution of assets shall be
deemed authorized upon its adoption by the board.
(c)  Whenever  a  statute creating, or authorizing the formation of, a
corporation requires approval by a governmental body or officer for  the
formation  of  such  corporation,  dissolution  shall  not be authorized
without the approval of such body or officer.
(d) (1) The plan of dissolution and distribution of assets shall  have
annexed  thereto  the  approval of the attorney general in the case of a
charitable  corporation,  and  in  the  case   of   any   non-charitable
corporation  which  at  the  time  of  dissolution  holds assets legally
required to be used for a particular purpose.
(2) Application to the attorney general for such approval shall be  by
verified  petition,  with  the  plan  of dissolution and distribution of
assets and certified copies of the consents prescribed by  this  section
annexed thereto.
(3)  The  attorney general may approve the petition if the corporation
has adopted a plan in accordance with the requirements of  section  1001
(Plan  of  dissolution  and distribution of assets) of this article, and

any other requirements imposed by law or rule. At any time, including if
the attorney general does not approve  the  petition,  or  the  attorney
general  concludes,  in  his or her discretion, that court review of the
petition  is  appropriate, the corporation may apply for approval to the
supreme court in the judicial district in which the principal office  of
the  corporation  is  located,  or  in  which  the  office of one of the
domestic constituent corporations is located, for  an  order  dissolving
the  corporation. Application to the supreme court for an order for such
approval shall be by verified petition upon ten days written  notice  to
the  attorney  general, and shall include all information required to be
included in the application to the attorney  general  pursuant  to  this
section.