-5-
case. However, the provision of Colorado law on which petitioner
relies, which is a provision contained in the Colorado Business
Corporation Act, did not apply to petitioner at those times or at
any other time since it was incorporated. The administrative
record, which was filed in this case on August 18, 1999, estab-
lishes that petitioner was incorporated in 1984 under the Colo-
rado Nonprofit Corporation Act. Consequently, it was subject to
the Colorado Nonprofit Corporation Act, and not to the Colorado
Business Corporation Act.
As pertinent here, section 7-26-120 of the Colorado Non-
profit Corporation Act, Colo. Rev. Stat. Ann. sec. 7-26-120 (West
1990) (repealed 1998), entitled “Survival of remedy after disso-
lution”, provided in pertinent part:
(1) The dissolution of a corporation in any manner
shall not take away or impair any remedy available to
or against such corporation, its directors, officers,
or members for any right or claim existing or any
liability incurred prior to the dissolution if action
or other proceeding thereon is commenced within two
years after the date of the dissolution; but the fore-
going limitation shall not apply to any such action
affecting the title to real estate. Any such action or
proceeding by or against the corporation may be prose-
cuted or defended by the corporation in its corporate
name. The members, directors, and officers have power
to take such corporate or other action as shall be
appropriate to protect the remedy, right, or claim.
* * *
(2) Notwithstanding any provision of articles 20 to 29
of this title to the contrary, after dissolution, title
to any corporate property not distributed or disposed
of in the dissolution shall remain in the corporation.
The majority of the surviving members of the last
acting board of directors as named in the files of the
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