A plan providing for the distribution of assets, not inconsistent with the provisions of sections 33-1000 to 33-1290 , inclusive, shall be adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which section 33-1176 requires a plan of distribution, in the following manner:
(1) Where there are members of any class entitled to vote on dissolution, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote of each class of such members. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each such member in accordance with section 33-1065 . Such plan of distribution shall be adopted upon receiving the approval of at least two-thirds of the votes cast by each class of such members voting as a class.
(2) Where there are no members entitled to vote on dissolution, a plan of distribution shall be adopted by resolution of the board of directors, or, if directors have not yet been appointed, by resolution approved by two-thirds of the incorporators.