§415-89 Revocation of voluntary dissolution proceedings by act of corporation.
By the act of the corporation, a corporation may, at any time prior to the filing of the articles of dissolution by the director, revoke voluntary dissolution proceedings theretofore taken, in the following manner:(1) The board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a special meeting of shareholders;
(2) Written notice, stating that the purpose or one of the purposes of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each shareholder of record entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of special meetings of shareholders;
(3) At the meeting, a vote of the shareholders entitled to vote thereat shall be taken on a resolution to revoke the voluntary dissolution proceedings, which shall require for its adoption the affirmative vote of the holders of a majority of the shares entitled to vote thereon and shall be adopted in the same manner as the dissolution was authorized in section 415-84; and
(4) Upon the adoption of the resolution, a statement of revocation of voluntary dissolution proceedings shall set forth:
(A) The name of the corporation;
(B) The names and residence addresses of its officers;
(C) The names and residence addresses of its directors;
(D) A copy of the resolution adopted by the shareholders revoking the voluntary dissolution proceedings;
(E) The number of shares outstanding and, if the shares of any class are entitled to vote as a class, the designation and number of the outstanding shares of each class; and
(F) The number of shares voted for and against the resolution, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each class voted for and against the resolution, respectively. [L 1983, c 167, pt of §1; am L 1985, c 270, §4; am L 1987, c 135, §63; am L 1988, c 373, §8]