Section 10.20.305. Revocation of voluntary dissolution proceedings.

   (a) A corporation may, at any time before the issuance of a certificate of dissolution by the commissioner, revoke the action taken to dissolve the corporation, in the manner set out in this section.
   (b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of revocation be submitted to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting.  Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast.
   (c) If there are no members, or no members entitled to vote, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
   (d) Upon the adoption of the resolution by the members, or by the board of directors where there are no members or no members entitled to vote on it, the corporation may again conduct its affairs.
   (e) Upon the adoption of the resolution, a copy shall immediately be filed with the commissioner.  The resolution must state the number of members and the number of directors voting for and against it.

Notes

History

(Sec. 1 ch 99 SLA 1968; am Sec. 33 ch 170 SLA 1976)