Section 36-43 Jurisdiction of Court to Liquidate Assets and Affairs of Corporation
36-43.01 Jurisdiction of Court to Liquidate Assets and Affairs of Corporation. The Spokane Tribal Court shall
have full power to liquidate the assets and affairs of a corporation. In any action by a member or director
when it is made to appear:
(a) That the directors are deadlocked in the management of the corporate affairs and that
irreparable injury to the corporation is being suffered or is threatened by that reason thereof,
and either that the members are unable to break the deadlock or there are no members having
voting rights; or
(b) That the acts of the directors or those in control of the corporation are illegal, oppressive or
fraudulent; or
(c) That the corporate assets are being misapplied or wasted; or
(d) That the corporation is unable to carry out its purposes.
(e) In an action by a creditor:
(1) When the claim of the creditor has been reduced to judgment and an execution
thereon has been returned unsatisfied and it is established that the corporation is
insolvent; or
(2) When the corporation has admitted in writing and the claims of the creditor is due and
owing and it is established that the corporation is insolvent;
(f) Upon application by a corporation to have its dissolution continued under the supervision of the
Court;
(g) When an action has been commenced by the Tribal Secretary to dissolve a corporation and it is
made to appear that liquidation of its affairs should precede the entry of a decree of dissolution;
(h) It shall not be necessary to make directors or members parties to any such action or proceeding
unless relief is sought against them personally.
Legislative History-Enacted 10/14/04, Resolu. 2005-04; Readopted 8/01/06, Resolu. 2006-524.
Section 36-44 Procedure in Liquidation of Corporation by Court
36-44.01 Procedure in Liquidation of Corporation by Court.
(a) In proceedings to liquidate the assets and affairs of a corporation, the Court shall have the
power to issue injunctions, to appoint receivers pendente lite, with such powers and duties as
the Court, from time to time may direct, and to take such other proceedings as may be requisite
to preserve the corporate assets wherever situated, and carry on its affairs of the corporation
until a full hearing can be had.
(b) After a hearing had upon such notice as the Court may direct to be given to all parties to the
proceedings and to any other parties in interest designated by the Court, the Court may appoint
a liquidating receiver or receivers with authority to collect the assets of the corporation.
(1) Such liquidating receiver or receivers shall have authority subject to the order of the
Court, to sell, convey and dispose of all or any part of the assets of the corporation
wherever situated, either at public or private sale.
(2) The order appointing such liquidating receiver or receivers shall state their powers and
duties. Such power and duties may be increased or diminished at any time during the
proceedings.
(c) The assets of the corporation of the proceeds resulting from a sale, conveyance, or other
disposition thereof shall be applied and distributed as follows:
(1) All costs and expenses of the Court proceedings and all liabilities and obligations of the
corporation shall be paid, satisfied, and discharged, or adequate provision shall be made
therefore;
(2) Assets held by the corporation upon conditions requiring return, transfer, or conveyance
which conditions occurs by reason of dissolution or liquidation, shall be returned,
transferred, or conveyed in accordance with such requirements;
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Revised Spokane Law & Order Code, 5/14/2013