The corporation may be dissolved

(a)/(b) by a resolution adopted by a majority of the whole board at a meeting called for the purpose and approved by a majority of the outstanding stock entitled to vote thereon after notice of the resolution and the meeting given to each stockholder entitled to vote as of the record date, or
(c) without board action by written consent of all stockholders entitled to vote thereon.
(d) If dissolution is authorized in accordance with this section, a certificate of dissolution shall be filed, and shall become effective, in accordance with § 103(a)-(c), setting forth:

1. The date dissolution was authorized;
2. That the dissolution has been authorized by the board and stockholders, in accordance with subsections (a) and (b), or that the dissolution has been authorized by all of the stockholders in accordance with subsection (c);
3. The names and addresses of the directors and officers of the corporation; and
4. The date of filing of the corporation’s original charter with the Secretary of State.

(e) The resolution authorizing a proposed dissolution may provide that the board may abandon it without further action by the stockholders even after stockholders’ authorization.
(f) The corporation is dissolved when the certificate of dissolution becomes effective in accordance with § 103.