Section 10.06.650. Jurisdiction of court.

If an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes
        (1) the determination of the validity of all claims and demands against the corporation, whether due or not yet due, contingent, unliquidated, or sounding only in damages, and the barring from participation of creditors and claimants failing to make and present claims and proof as required by an order;
        (2) the determination or compromise of all claims against the corporation or any of its property, and the determination of the amount of money or assets required to be retained to pay or provide for the payment of claims;
        (3) the determination of the rights of shareholders in and to the assets of the corporation;
        (4) the supervision of the presentation and filing of intermediate and final accounts of the directors or other persons appointed to conduct the winding up and hearing thereon, the allowance, disallowance, or settlement of the accounts, and the discharge of the directors or the other persons from their duties and liabilities;
        (5) the appointment of a master to hear and determine any or all matters, with the power or authority the court considers proper;
        (6) the filling of vacancies on the board that the directors or shareholders are unable to fill;
        (7) the removal of a director if it appears that the director has been guilty of dishonesty, misconduct, neglect, or abuse of trust in conducting the winding up or if the director is unable to act; the court may order an election to fill the vacancy, and may enjoin, for the time it considers proper, the reelection of the removed director; the court, in place of ordering an election, may appoint a director to fill the vacancy caused by the removal; a director appointed by the court serves until the next annual meeting of shareholders or until a successor is elected or appointed;
        (8) staying the prosecution of a suit, proceeding, or action against the corporation and requiring the parties to present and prove their claims in the manner required of other creditors;
        (9) the determination of whether adequate provision has been made for payment or satisfaction of all debts and liabilities not actually paid;
        (10) the making of orders for the withdrawal or termination of proceedings to wind up and dissolve, subject to conditions for the protection of shareholders and creditors;
        (11) the making of an order, after the allowance or settlement of the final accounts of the directors or other persons, that the corporation is legally wound up and is dissolved;
        (12) the making of orders for the bringing in of new parties as the court considers proper.

Notes

History

(Sec. 1 ch 166 SLA 1988)