Section 36-36 Effect of Certificate of Amendment
36-36.01 Effect of Certificate of Amendment.
(a) Upon the issuance of the certificate of amendment, the amendment shall become effective and
the articles of incorporation shall be deemed to be amended accordingly.
(b) No amendment shall affect any existing cause of action in favor of or against such corporation,
or any pending suit to which such corporation shall be a party, or existing rights of persons
other than members; and, in the event the corporate name shall be changed by amendment, no
suit brought by or against such corporation under its former name shall abate for that reason.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
Section 36-37 Voluntary Dissolution
36-37.01 Voluntary Dissolution. A corporation may dissolve and wind up its affairs in the following manner:
(a) Where there are members having voting rights, the Board of Directors shall adopt a Resolution
recommending that the corporation be dissolved and directing that the question of such
dissolution be submitted to a vote at a meeting of members having voting rights, which may be
either an annual meeting or a 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 dissolving the corporation, shall be given to each
member entitled to vote at such meeting, within the time frame and in the manner
provided in this Chapter, for the giving of notice of meetings to members.
(2) A Resolution to dissolve the corporation shall be adopted upon receiving at least 2/3 of
the votes entitled to be cast by members present or represented by proxy at such
meetings;
(b) Where there are no members, or no members having voting rights, the dissolution of the
corporation shall be authorized at a meeting of the Board of Directors upon the adoption of a
Resolution to dissolve by 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 members with voting rights, the corporation shall cease to conduct its affairs
except insofar as may be necessary for the winding up thereof; shall immediately cause a notice
of the proposed dissolution to be mailed to each known creditor of the corporation and shall
proceed to collect its assets and apply and distribute them as provided in this Chapter.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
Section 36-38 Distribution of Assets
36-38.01 Distribution of Assets. The assets of a corporation in the process of dissolution shall be applied
and distributed as follows:
(a) All liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or
adequate provisions shall be made therefore;
(b) Assets held by the corporation upon condition requiring return, transfer, or conveyance, which
condition occurs by reason of the dissolution, shall be returned, transferred, or conveyed in
accordance with such requirements;
(c) Assets received and held by the corporation subject to limitations, permitting their use only for
charitable, religious, missionary, benevolent, educational, or similar purposes, but not held upon
a condition requiring return, transfer, or conveyance by reason of the dissolution, shall be
transferred, or conveyed to 1 or more domestic or foreign corporations, societies, or
organizations engaged in activities substantially similar to those of the dissolving corporation,
pursuant to a plan of distribution adopted as provided in this Chapter;
(d) Other assets, if any, shall be distributed in accordance with the provisions of the articles of
incorporation or the by-laws to the extent that the articles of incorporation or by-laws determine
the distributive rights of members, or any class or classes of members, or provide for distribution
to others; and
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Revised Spokane Law & Order Code, 5/14/2013