15-3-154. VOTING ON DISSOLUTION BY DIRECTORS AND MEMBERS.

1. Unless this Chapter, the articles, bylaws or the board of directors or members acting pursuant to subsection  (b) require a greater vote, dissolution is authorized if it is approved:
   1. By the board;
   2. By the members, if any, by two-thirds of the vote cast or a majority of the members, whichever is less; and
   3. In writing by any person or persons whose approval is required by a provision of the articles authorized by Section 151 for an amendment to the articles or bylaws.
2. The board may condition its submission of the proposed dissolution on receipt of a higher percentage of affirmative votes or on any other basis.
3. If the board seeks to have dissolution approved by the members at a membership meeting, the corporation shall given notice to its members of the proposed membership meeting in accordance with Section 119. The notice must also state that a purpose of the meeting is to consider dissolving the corporation and must contain or be accompanied by a copy or summary of the plan of dissolution.
4. If the board seeks to have dissolution approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the plan of dissolution.
5. The plan of dissolution shall indicate to whom the assets owned or held by the corporation will be distributed after all creditors have been paid.