New York Laws
Article 10 - Non-Judicial Dissolution
1002 - Dissolution Under Provision in Certificate of Incorporation.

(a) The certificate of incorporation may contain a provision that any
shareholder, or the holders of any specified number or proportion of
shares or votes of shares, or of any specified number or proportion of
shares or votes of shares of any class or series thereof, may require
the dissolution of the corporation at will or upon the occurrence of a
specified event. If the certificate of incorporation contains such a
provision, a certificate of dissolution under section 1003 (Certificate
of dissolution; contents) may be signed, verified and delivered to the
department of state as provided in section 104 (Certificate;
requirements, signing, filing, effectiveness) when authorized by a
holder or holders of the number or proportion of shares or votes of
shares specified in such provision, given in such manner as may be
specified therein, or if no manner is specified therein, when authorized
on written consent signed by such holder or holders; or such certificate
may be signed, verified and delivered to the department by such holder
or holders or by such of them as are designated by them.
(b) An amendment of the certificate of incorporation which adds a
provision permitted by this section, or which changes or strikes out
such a provision, shall be authorized at a meeting of shareholders by
vote of all outstanding shares, whether or not otherwise entitled to
vote on any amendment, or of such lesser proportion of shares and of
such class or series of shares, but not less than a majority of all
outstanding shares entitled to vote on any amendment, as may be provided
specifically in the certificate of incorporation for adding, changing or
striking out a provision permitted by this section.
(c) If the certificate of incorporation of any corporation contains a
provision authorized by this section, the existence of such provision
shall be noted conspicuously on the face or back of every certificate
for shares issued by such corporation.