-6- secretary of state pertaining to such corporation shall have full power and authority to sue and be sued in the corporate name and to hold, convey, and transfer such corporate property, and, for purposes of suit against the corporation, each such director shall be deemed an agent for process. * * * On the record before us, we find that petitioner has failed to establish that, when, as the parties agree, petitioner dis- solved in 1995,4 it retained any property, let alone any real property. We conclude on that record that petitioner was re- quired by Colo. Rev. Stat. Ann. sec. 7-26-120(1) (West 1990) (repealed 1998) to commence an action for any right or claim that it had as of the time of its dissolution in 1995 within two years after the date of that dissolution.5 The petition in this case was filed on March 5, 1999. On the record presented, we conclude 4Although the record in this case establishes that the board of directors of petitioner adopted a resolution on Jan. 3, 1995, authorizing dissolution of petitioner and that petitioner filed a “STATEMENT OF INTENT TO DISSOLVE OF A COLORADO NONPROFIT CORPORA- TION” with the secretary of state of Colorado on or after that date, the record does not establish the date in 1995 on which petitioner was considered to be dissolved under the laws of the State of Colo. 5The two-year limitation in Colo. Rev. Stat. Ann. sec. 7-26- 120(1) (West 1990) (repealed 1998) was repealed when the Colo. Rev. Nonprofit Corp. Act was enacted. See Colo. Rev. Stat. sec. 7-134-105(3)(d)(1999). However, the Colo. Rev. Nonprofit Corp. Act applies only to “existing corporate entities”, i.e., entities in existence on June 30, 1998, the day before the effective date of the Colo. Rev. Nonprofit Corp. Act, which were incorporated under the Colo. Nonprofit Corp. Act that was in effect prior to July 1, 1998. See Colo. Rev. Stat. sec. 7-137-101(1)(a) and (2) (1999). Petitioner agrees that it was not in existence on June 30, 1998. Consequently, petitioner was not subject to any of the provisions of the Colo. Rev. Nonprofit Corp. Act, including Colo. Rev. Stat. sec. 7-134-105(3)(d)(1999).Page: Previous 1 2 3 4 5 6 7 Next
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