Page:United States Statutes at Large Volume 76.djvu/331

 76 STAT. ]

PUBLIC LAW 87-569-AUG. 6, 1962 VOLUNTARY DISSOLUTION

SEC. 47. A corporation may dissolve and wind up its affairs in the following manner: (a) Where there are members having voting rights, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members having voting" rights, which may be either an annual or a special meeting. Written or printed notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this Act for the giving of notice of meetings of memoers. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting. (b) Where there are no members, or no members having voting rights, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office. (c) Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members having voting rights, the corporation shall cease to conduct its affairs except in so far as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this Act. DISTRIBUTION OF ASSETS

SEC. 48. The assets of a corporation in the process of dissolution shall be applied and distributed as follows: (a) All liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or adequate provision shall be made therefor. (b) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in accordance with such requirements. (c) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, elee-; mosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be transferred or conveyed to; one or more domestic or foreign corporations, societies, or organi-' zations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this Act. (d) Other assets, if any, shall be distributed in accordance with: the provisions of the articles of incorporation or the bylaws to: the extent that the articles of incorporation or bylaws determine' the distributive rights of members, or any class or classes of members, or pro\nde for distribution to others. (e) Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for profit or not for profit, as may be specified if a plan of distribution adopted as provided in this Act.

/

283

�