Abraham Lincoln Opportunity Foundation - Page 6




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               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          (repealed 1998) to commence an action for any right or claim that           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          120(1) (West 1990) (repealed 1998) was repealed when the Colo.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).                                      





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