KRS 271B.14-020: Dissolution by board of directors and shareholders.

(1) A corporation's board of directors may propose dissolution for submission to the

shareholders.

(2) For a proposal to dissolve to be adopted:

(a) The board of directors shall recommend dissolution to the shareholders unless

the board of directors determines that because of conflict of interest or other

special circumstances it should make no recommendation and communicates

the basis for its determination to the shareholders; and

(b) The shareholders entitled to vote shall approve the proposal to dissolve as

provided in subsection (5) of this section.

(3) The board of directors may condition its submission of the proposal for dissolution

on any basis.

(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the

proposed shareholde rs' meeting in accordance with KRS 271B.7 -050. The notice

shall also state that the purpose, or one of the purposes, of the meeting is to consider

dissolving the corporation.

(5) Unless the articles of incorporation or the board of directors (acting pursua nt to

subsection (3)) of this section require a greater vote or a vote by voting groups, the

proposal to dissolve to be adopted shall be approved by a majority of all votes

entitled to be cast on that proposal.