N.Y. Not-for-Profit Corporation Law § 1102: Judicial dissolution; petition by directors or members; petition in case of deadlock among directors or members

§ 1102. Judicial dissolution; petition by directors or members; petition

in case of deadlock among directors or members.

(a) A petition for the judicial dissolution of a corporation may be

presented:

(1) By a majority of the directors then in office, or by the members,

or such of them as are designated for such purpose, when authorized to

do so by a resolution adopted by majority vote as provided in paragraph

(c) of section 613 (Vote of members) (provided that, notwithstanding any

provision of the certificate of incorporation or the by-laws, a members'

meeting to consider such a resolution may be called, no more often than

once in any period of twelve consecutive months, by ten percent of the

members entitled to vote thereon or by such lesser percentage or number

of members as may be provided in the certificate of incorporation or

by-laws), in the following cases:

(A) The assets of the corporation are not sufficient to discharge its

liabilities.

(B) Dissolution will be beneficial to the members.

(2) By ten percent of the total number of members or by any director,

in the following cases:

(A) The directors are so divided respecting the management of the

corporation's affairs that the votes required for action by the board

cannot be obtained.

(B) The members are so divided that the votes required for the

election of directors cannot be obtained.

(C) There is internal dissension and two or more factions of members

are so divided that dissolution would be beneficial to the members.

(D) The directors or members in control of the corporation have

looted or wasted the corporate assets, have perpetuated the corporation

solely for their personal benefit, or have otherwise acted in an

illegal, oppressive or fraudulent manner.

(E) The corporation is no longer able to carry out its purposes.

(b) In any proceeding for judicial dissolution the attorney-general

shall be a necessary party.