N.Y. BSC Law § 1103

§ 1103. Shareholders' petition for judicial dissolution.\n (a) If the shareholders of a corporation adopt a resolution stating\nthat they find that its assets are not sufficient to discharge its\nliabilities, or that they deem a dissolution to be beneficial to the\nshareholders, the shareholders or such of them as are designated for\nthat purpose in such resolution may present a petition for its\ndissolution.\n (b) A shareholders' meeting to consider such a resolution may be\ncalled, notwithstanding any provision in the certificate of\nincorporation, by the holders of shares representing ten percent of the\nvotes of all outstanding shares entitled to vote thereon, or if the\ncertificate of incorporation authorizes a lesser proportion of votes of\nshares to call the meeting, by such lesser proportion. A meeting under\nthis paragraph may not be called more often than once in any period of\ntwelve consecutive months.\n (c) Such a resolution may be adopted at a meeting of shareholders by\nvote of a majority of the votes of all outstanding shares entitled to\nvote thereon or if the certificate of incorporation requires a greater\nproportion of votes to adopt such a resolution, by such greater\nproportion.\n