Dissolution by board of directors and shareholders

(a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors must recommend dissolution to the shareholders unless (A) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or (B) section 33-754 applies. If subparagraph (A) or (B) of this subdivision applies, the board of directors must transmit to the shareholders the basis for so proceeding; and (2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e) of this section. (c) The board of directors may condition its submission of the proposal for dissolution on any basis. (d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with section 33-699. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the corporation. (e) Unless the certificate of incorporation or the board of directors acting pursuant to subsection (c) of this section requires a greater vote or a vote by voting groups, and except as provided in subsection (f) of this section, the proposal to dissolve to be adopted must be approved by a majority of all the votes entitled to be cast on that proposal. (f) Notwithstanding any provision of subsection (e) of this section to the contrary, a proposal to dissolve a corporation which was incorporated under the laws of this state, whether under chapter 599 of the general statutes, revised to January 1, 1995, or any general law or special act, prior to January 1, 1997, shall, unless the certificate of incorporation expressly provides otherwise, be approved by the affirmative vote of at least two-thirds of the voting power of each voting group entitled to vote thereon.