(e) Any remaining assets may be distributed to such persons, societies, organizations, or domestic
or foreign corporations, whether for profit or not for profit, as may be specified if a plan of
distribution is adopted as provided in this Chapter.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
Section 36-39 Plan for Distribution
36-39.01 Plan for Distribution. A plan providing for the distribution of assets, not inconsistent with the
provisions of this Chapter, may be adopted by a corporation in the process of dissolution and shall be
adopted by a corporation for the purpose of authorizing any transfer or conveyance of assets for which this
Chapter requires a plan for distribution, in the following manner:
(a) Where there are members having voting rights the Board of Directors shall adopt a Resolution
recommending that the voluntary dissolution proceedings be revoked, and directing that the
question of such revocation be submitted to a vote at the meeting of members having voting
rights, which may be either an annual or special meeting.
(1) Written or printed notice stating that the purpose, or 1 of the purposes of such meeting
is to consider the advisability of revoking the voluntary dissolution proceedings, shall be
given to each member entitled to vote at such a meeting within the time and in the
manner provided in this Chapter for the giving of notice of meetings of members.
(2) A Resolution to revoke the voluntary dissolution proceedings shall be adopted upon
receiving at least two 2/3 of the votes entitled to be cast by members present or
represented by proxy at such meeting;
(b) Where there are no members, or no members having voting rights, a Resolution to revoke the
voluntary dissolution proceeding shall be adopted at a meeting of the Board of Directors upon
receiving the vote of a majority of the directors in office; and
(c) Upon adoption of such Resolution by the members, or by the Board of Directors, where there
are no members or no members with voting rights, the corporation may there upon again
conduct its affairs.
(1) If the articles of dissolution have been delivered to the Tribal Secretary, notice of such
revocation shall be given to them in writing.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
Section 36-40 Articles of Dissolution
36-40.01 Articles of Dissolution. If voluntary dissolution proceedings have not been revoked; when all debts,
liabilities, and obligations of the corporation shall have been made therefore, and all of the remaining
property and assets of the corporation shall have been transferred, conveyed, or distributed in accordance
with the provisions of this Chapter, articles of dissolution shall be executed in duplicate by the corporation;
by its president or a vice-president, and the corporation seal shall be thereto affixed and attested by its
secretary or an assistant secretary, and such statement shall set forth:
(a) The name of the corporation;
(b) Where there are members having voting rights;
(1) A statement setting forth the date of the meeting of members at which the Resolution
to dissolve was adopted, that a quorum was present at such meeting, and that such
Resolution received at least 2/3 of the votes entitled to be cast by members or
represented by proxy at such meetings; or
(2) A statement that such Resolution was adopted by consent in writing signed by all
members entitled to vote with respect thereto;
(c) Where there are no members, or no members having voting rights, a statement of such fact, the
date of the meeting of the Board of Directors at which the Resolution to dissolve received the
vote of a majority of the directors in office;
(d) That all debts, liabilities, and obligations of the corporation have been paid and discharged or
that adequate provision has been made therefore;
(e) That all the remaining property and assets of the corporation have been transferred, conveyed,
or distributed in accordance with the provisions of this Chapter; and
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Revised Spokane Law & Order Code, 5/14/2013