15-3-153. DISSOLUTION OF CORPORATIONS WITHOUT MEMBERS.

1. The board of directors of a corporation that has no members may, subject to any approval required by the articles or bylaws, dissolve the corporation by delivering to the Director of Corporation articles of dissolution.
2. The corporation shall give notice of any meeting at which dissolution will be approved. The notice shall be in accordance with Section 134. The notice must also state that a purpose of the meeting is to consider dissolution of the corporation.
3. Dissolution shall be approved by a vote of a majority of the directors in officer at the time the transaction is approved.
4. The directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.