2005 Idaho Code - 30-3-113 — EFFECT OF DISSOLUTION

                                  TITLE  30
                                 CORPORATIONS
                                  CHAPTER 3
                       IDAHO NONPROFIT CORPORATION ACT
    30-3-113.  EFFECT OF DISSOLUTION. (1) A dissolved corporation continues
its corporate existence but may not carry on any activities except those
appropriate to wind up and liquidate its affairs, including:
    (a)  Preserving and protecting its assets and minimizing its liabilities;
    (b)  Discharging or making provision for discharging its liabilities and
    obligations;
    (c)  Disposing of its properties that will not be distributed in kind;
    (d)  Returning, transferring or conveying assets held by the corporation
    upon a condition requiring return, transfer or conveyance, which condition
    occurs by reason of the dissolution, in accordance with such condition;
    (e)  Transferring, subject to any contractual or legal requirements, its
    assets as provided in or authorized by its articles of incorporation or
    bylaws;
    (f)  If no provision has been made in its articles or bylaws for
    distribution of assets on dissolution, it may transfer, subject to any
    contractual or legal requirement, its assets:
         (i)  To one (1) or more persons described in section 501(c)(3) of the
         internal revenue code; or
         (ii)  To its members or, if it has no members, to those persons whom
         the corporation holds itself out as benefitting or serving; and
    (g)  Doing every other act necessary to wind up and liquidate its assets
    and affairs.
    (2)  Dissolution of a corporation does not:
    (a)  Transfer title to the corporation's property;
    (b)  Subject its directors or officers to standards of conduct different
    from those prescribed in sections 30-3-80 and 30-3-85, Idaho Code;
    (c)  Change quorum or voting requirements for its board or members; change
    provisions for selection, resignation or removal of its directors or
    officers or both; or change provisions for amending its bylaws;
    (d)  Prevent commencement of a proceeding by or against the corporation in
    its corporate name;
    (e)  Abate or suspend a proceeding pending by or against the corporation
    on the effective date of dissolution; or
    (f)  Terminate the authority of the registered agent.