15-2-155. DISSOLUTION BY BOARD OF DIRECTORS AND SHAREHOLDERS.

1. A corporation’s board of directors may propose dissolution for submissions to the shareholders.
2. For a proposal to dissolve to be adopted:
   1. The board of directors must 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
   2. The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e).
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 Section 127. The notice must 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 (c)) require a greater vote or a vote by voting groups, in order for the proposal to dissolve to be adopted it must be approved by a majority of all the votes entitled to be cast on that proposal.