(a) If there is any stock entitled to be voted on the dissolution either outstanding or subscribed for, the dissolution shall be approved as provided in this section.
(b) Except as provided in § 2-112 of this article, a majority of the entire board of directors of a corporation proposing to dissolve shall:
(1) Adopt a resolution which declares that dissolution of the corporation is advisable; and
(2) Direct that the proposed dissolution be submitted for consideration at either an annual or a special meeting of the stockholders.
(c) Notice which states that a purpose of the meeting will be to act on the proposed dissolution shall be given by the corporation in the manner required by Title 2 of this article to each stockholder entitled to vote on the proposed dissolution.
(d) The proposed dissolution shall be approved by the stockholders of the corporation by the affirmative vote of two-thirds of all the votes entitled to be cast on the matter.