HARRY W. NICE, GOVERNOR. 1151

91. In addition to the method of dissolution provided
in the foregoing Sections, any corporation of this State may
close its affairs and be dissolved in the following manner:
(1) A majority of the whole board of directors shall
pass a resolution declaring that dissolution of the corpora-
tion is advisable and calling a meeting of the stockholders
or members to take action thereon. The meeting of the
stockholders or members shall be duly warned in the man-
ner provided in Section 19 of this Article. If two-thirds
of all the shares (or, if two or more classes of shares have
been issued, two-thirds of each class), outstanding and
entitled to vote thereon, or two-thirds of the members, vote
in favor of dissolution, notice that dissolution of the cor-
poration has been authorized pursuant to the provisions of
this Section shall be mailed by the corporation to all known
creditors at their addresses according to the records of
the corporation, and twenty days or more thereafter arti-
cles of dissolution shall be executed, acknowledged, verified
and recorded (upon payment of the fee hereinafter pro-
vided) in the manner prescribed with respect to articles of
amendment. Upon the receipt for record of such articles
of dissolution, notice setting forth the name of the cor-
poration and that articles of dissolution have been received
for record by the State Tax Commission in accordance
with the provisions of this Section 91 shall be published by
the State Tax Commission once a week for four successive
weeks in a newspaper of general circulation in the county
or city in which the principal office of the corporation is
located. Whenever all the stockholders or members shall
consent in writing to a dissolution, no meeting of the stock-
holders or members or notice thereof shall be necessary.
If there is no stock of the corporation outstanding and
entitled to vote, dissolution may be authorized by resolution
adopted by a majority of the entire board of directors. If
there has been *no meeting of the board of directors, disso-
lution may be authorized by resolution adopted by a major-
ity of the incorporators, and in such case the articles of dis-
solution may be executed, acknowledged and verified by a
majority of the incorporators.

(2) The articles of dissolution shall set forth: (a) the
post-office address (including the county or city) of the
place at which the principal office of the corporation is
located; (b)* the name and post-office address of each of
the directors; (c) the name, title and post-office address
of each of the officers; (d) that dissolution of the corpora-
tion has been duly advised by the board of directors and
authorized or consented to by the stockholders or members,