9.15.450 Articles of Dissolution.
When all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provisions have been made, and all of the remaining property and assets of the corporation 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 through its president or vice-president, with the corporate seal thereto affixed, attested by its secretary or an assistant secretary, and 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 a majority of the votes entitled to be cast by members or represented by proxy at such meeting; or
(2) A statement that such resolution was adopted by consent in writing signed by all members entitled to vote;
(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;
(d) That all debts, liabilities, and obligations of the corporation have been paid and discharged or that adequate provisions have been made;
(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
(f) That there are no suits pending against the corporation in any court, or that adequate provisions have been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit. [Res. 2011-32; 2008 Code § 9.3.4.5]