24.03.266 - Dissolution of a nonprofit corporation -- Superior courts. - Washington Statutes

Dissolution of a nonprofit corporation — Superior courts.

Superior courts may dissolve a nonprofit corporation:

     (1) Except as provided in the articles of incorporation or bylaws, in a proceeding by fifty members or members holding at least five percent of the voting power, whichever is less, by one or more directors, or by the attorney general if it is established that:

     (a) The directors are deadlocked in the management of the corporate affairs, the members, if any, are unable to break the deadlock, and irreparable injury to the corporation or its mission is threatened or being suffered because of the deadlock;

     (b) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;

     (c) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have, or otherwise would have, expired;

     (d) The corporate assets are being misapplied or wasted; or

     (e) The corporation has insufficient assets to continue its activities and it is no longer able to assemble a quorum of directors or members;

     (2) In a proceeding by a creditor, if it is established that:

     (a) The creditor's claim has been reduced to judgment, the execution on the judgment returned unsatisfied, and the corporation is insolvent; or

     (b) The corporation has admitted in a record that the creditor's claim is due and owing and the corporation is insolvent; or

     (3) In a proceeding by the corporation to have its voluntary dissolution continued under court supervision.

[2010 c 212 § 1.]

Notes: Application -- 2010 c 212: "This act is prospective and applies only to actions or proceedings commenced on or after March 25, 2010." [2010 c 212 § 6.]

Effective date -- 2010 c 212: "This act is necessary for the immediate preservation of the public peace, health, or safety, or support of the state government and its existing public institutions, and takes effect immediately [March 25, 2010]." [2010 c 212 § 7.]