Page 300 - Washington Nonprofit Handbook 2018 Edition

• Identification of the corporation by its legal name;

• The date of the meeting of the corporation’s members adopting the
dissolution resolution and a statement that the members adopted the
resolution by a two-thirds vote at a duly called meeting at which a
quorum was present or unanimously consented to dissolution in
writing. If the corporation has no members with voting rights, the
articles of dissolution must so state, and provide the date of the
meeting at which the board of directors approved the dissolution;

• A statement that all of the corporation’s debts, obligations and
liabilities have been paid or provided for otherwise. In connection
with this statement, the corporation must obtain a clearance
certificate from the Department of Revenue demonstrating that the
corporation does not owe any taxes to the state and must attach a
copy of this certificate to the articles of dissolution;

• A statement that the corporation’s assets have been appropriately
distributed; and

• A statement that either there are no lawsuits pending against the
corporation or that adequate provision has been made for satisfaction
of any judgment resulting from a pending suit.

If the Secretary of State finds that the articles of dissolution conform to law,
the Secretary will accept the articles for filing and issue a certificate of dissolution.
At that point, the corporation is dissolved.

(v) Revocation of Voluntary Dissolution

The corporation may revoke its dissolution at any time prior to the issuance
of a certificate of dissolution by the Secretary of State. Like the decision to dissolve,

the decision to revoke dissolution is made by resolution and must be approved by
the corporation. Revocation of the dissolution resolution requires the approval of
the corporation’s members if members have voting rights, or a majority vote of the
corporation’s board of directors in office. Any vote by the members requires the
support of two-thirds of the members present or represented by proxy (if proxy
voting is permitted) at a duly called meeting at which a quorum is present. Upon
the adoption of a resolution revoking the earlier dissolution resolution, the
corporation may again conduct its affairs normally.

WASHINGTON NONPROFIT HANDBOOK -289- 2018