KRS 273.300: Voluntary dissolution.

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

(1) If there are members entitled to vote thereon, 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 entitled

to vote thereon, which may be either an annual or a special meeting. Written 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 KRS 273.161

to 273.390 for the giving of notice of meetings of members. A resolution to dissolve

the corporation shall be adopted upon receiving at least two-thirds (2/3) of the votes

which members present at such meeting or represented by proxy are entitled to cast.

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

(3) Upon the adoption of such resolution by the members, or by the board of directors if

there are no members or no members entitled to vote thereon, the corporation shall

cease to conduct its affairs except insofar 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 KRS 273.161 to 273.390.