Section 1002. Authorization of plan

(a)  Upon  adopting  a plan of dissolution and distribution of assets,
  the board shall submit it to a vote of the members,  if  any,  and  such
  plan  shall  be  approved  at a meeting of members by two-thirds vote as
  provided in paragraph (c) of section 613 (Vote  of  members);  provided,
  however,  that if the corporation is a Type B, C or D corporation, other
  than a corporation incorporated pursuant to article 15 (Public  cemetery
  corporations), and has no assets to distribute, other than a reserve not
  to  exceed  twenty-five  thousand  dollars  for  the  purpose  of paying
  ordinary and necessary expenses of  winding  up  its  affairs  including
  attorney  and  accountant  fees,  and  liabilities  not in excess of ten
  thousand dollars at the time of adoption of the plan of dissolution, the
  vote required by the corporation's board of directors  for  adoption  of
  the  plan  of  dissolution of such a corporation or by the corporation's
  members for the authorization thereof shall be:
    (1) In the case of a vote by the board of directors: (i) the number of
  directors required under the certificate of incorporation, by-laws, this
  chapter and any other applicable law; or
    (ii) if the number of directors actually holding office as such at the
  time of the vote to adopt the plan is less than the number  required  to
  constitute a quorum of directors under the certificate of incorporation,
  the  by-laws,  this  chapter  or any other applicable law, the remaining
  directors unanimously;
    (2) In the case of a vote by the members, (i) the  number  of  members
  required  under  the certificate of incorporation, by-laws, this chapter
  and any other applicable law; or (ii) by the vote of members  authorized
  by an order of the supreme court pursuant to section 608 of this chapter
  permitting  the  corporation  to  dispense  with  the  applicable quorum
  requirement.
    Notice of a special or regular meeting of the board of directors or of
  the members entitled to vote on adoption and authorization  or  approval
  of  the  plan  of  dissolution  shall  be  sent to all the directors and
  members of record entitled to vote. Unless otherwise directed  by  order
  of the supreme court pursuant to section 608 of this chapter, the notice
  shall  be  sent by certified mail, return receipt requested, to the last
  known address of record of each  director  and  member  not  fewer  than
  thirty,  and  not  more  than sixty days before the date of each meeting
  provided, however, that if the last  known  address  of  record  of  any
  director  or  member is not within the United States, the notice to such
  director shall be sent by any other reasonable means.
    (b) If there are no members entitled to vote on the dissolution of the
  corporation, the plan of dissolution and distribution of assets shall be
  deemed authorized upon its adoption by the board.
    (c) Whenever a statute creating, or authorizing the  formation  of,  a
  corporation  requires approval by a governmental body or officer for the
  formation of such  corporation,  dissolution  shall  not  be  authorized
  without the approval of such body or officer.
    (d)  The  plan  of  dissolution  and distribution of assets shall have
  annexed thereto the approval of a justice of the supreme  court  in  the
  judicial  district  in which the office of the corporation is located in
  the case of a Type B, C or D corporation, and in the case of  any  other
  corporation  which  holds  assets  at  the  time  of dissolution legally
  required to be used for  a  particular  purpose,  except  that  no  such
  approval  shall be required with respect to the plan of dissolution of a
  corporation, other than a corporation incorporated pursuant  to  article
  15  (Public cemetery corporations), which has no assets to distribute at
  the time of dissolution, other than a reserve not to exceed  twenty-five
  thousand  dollars  for  the  purpose  of  paying  ordinary and necessary

  expenses of winding up its affairs  including  attorney  and  accountant
  fees,  and  liabilities not in excess of ten thousand dollars, and which
  has complied with the requirements of section 1001 (Plan of  dissolution
  and  distribution  of  assets)  and  this  section  applicable to such a
  corporation. Application to the supreme court  for  an  order  for  such
  approval shall be by verified petition, with the plan of dissolution and
  distribution  of  assets and certified copies of the consents prescribed
  by this section annexed thereto, and upon ten days written notice to the
  attorney general accompanied  by  copies  of  such  petition,  plan  and
  consents.  In such case where approval of a justice of the supreme court
  is not required for a Type B, C or D corporation, a copy  of  such  plan
  certified  under  penalties  of perjury shall be filed with the attorney
  general within ten days after its authorization.