TITLE 7

Corporations, Associations, and Partnerships

CHAPTER 7-6

Rhode Island Nonprofit Corporation Act

SECTION 7-6-50



   § 7-6-50  Voluntary dissolution. –

(a) A corporation may dissolve and wind up its affairs in the following manner:



   (1) If there are members entitled to vote on dissolution, the

board of directors shall adopt a resolution recommending that the corporation

be dissolved, and directing that the question of the dissolution be submitted

to a vote at a meeting of members entitled to vote on it, which may be either

an annual or special meeting. Written notice stating that the purpose, or one

of the purposes, of the meeting is to consider the advisability of dissolving

the corporation, shall be given to each member entitled to vote at the meeting,

within the time and in the manner provided by this chapter for the giving of

notice of meetings of members. A resolution to dissolve the corporation is

adopted upon receiving at least a majority of the votes which members present

at the meeting or represented by proxy are entitled to cast.



   (2) If there are no members, or no members entitled to vote

on dissolution, 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.



   (b) Upon the adoption of the resolution by the members, or by

the board of directors if there are no members or no members entitled to vote

on dissolution, the corporation shall cease to conduct its affairs except to

the extent necessary for the winding up of its affairs, shall immediately mail

a notice of the proposed dissolution to each known creditor of the corporation,

and shall proceed to collect its assets and apply and distribute them as

provided in this chapter.



History of Section.

(P.L. 1984, ch. 380, § 1; P.L. 1984, ch. 444, § 1.)