8.25.010 Dissolution by board of directors and shareholders.
(a) A corporation’s board of directors may propose dissolution for submission to the shareholders.
(b) For a dissolution proposal to be adopted:
(1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that, due to a conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders; and
(2) Shareholders entitled to vote must approve the proposal to dissolve.
(c) The board of directors may condition submission of the proposal for dissolution on any reasonable basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting. The notice must expressly disclose that dissolution will be considered at the meeting.
(e) Unless the articles of incorporation, or the board of directors, require a greater vote, or a vote by voting groups, dissolution will be deemed approved if there is a vote in the affirmative by a majority of all the shares entitled to vote. [Ord. 18 Part V § 1, adopted, 10/7/2008.]