N.Y. Not-for-Profit Corporation Law § 1010: Revocation of voluntary dissolution proceedings

§ 1010. Revocation of voluntary dissolution proceedings.

(a) At any time prior to the filing of a certificate of dissolution

by the department of state, a corporation may revoke the action taken to

dissolve the corporation in the following manner:

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

(A) Unless the certificate of incorporation dispenses with

dissolution action by the board, the board shall adopt a resolution

recommending that the voluntary dissolution proceedings be revoked and

directing submission of the proposed revocation to a vote of the members

entitled to vote thereon.

(B) Revocation of the voluntary dissolution proceedings shall be

authorized by two-thirds vote as provided in paragraph (c) of section

613 (Vote of members).

(2) If there are no members entitled to vote thereon, revocation of

the voluntary dissolution proceedings shall be authorized by the vote of

a majority of the directors then in office.

(3) If approval of the dissolution of a corporation by a governmental

body or officer is required, as provided in paragraph (c) of section

1002 (Authorization of plan), and such approval has been given,

revocation of the voluntary dissolution proceedings shall not be

authorized without approval thereof by such body or officer.