(a) Where there are members having voting rights, the Board of Directors shall adopt a resolution recommending a plan of distribution and directing that the plan be submitted to a vote at a meeting of members having voting rights, which may be either an annual meeting or a special meeting. Written or printed notice setting forth the proposed plan of distribution shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter. Such plan of distribution shall be adopted upon receiving at least a majority of the votes entitled to be cast by members present or represented by proxy at such meeting; and

(b) Where there are no members, or no members having voting rights, a plan of distribution shall be adopted at a meeting of the Board of Directors upon receiving the vote of a majority of the directors. [Res. 2011-32; 2008 Code § 9.3.4.3]