(2) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid.

(2) For a proposal to dissolve the nonprofit corporation to be authorized:
    (a) The board of directors shall adopt the proposal to dissolve;
    (b) The board of directors shall recommend the proposal to dissolve to the members unless the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members; and
    (c) The members entitled to vote on the proposal to dissolve shall approve the proposal to dissolve as provided in subsection (5) of this section.

(3) The board of directors may condition the effectiveness of the dissolution, and the members may condition their approval of the dissolution, on any basis.

(4) The nonprofit corporation shall give notice, in accordance with section 7-127-104, to each member entitled to vote on the proposal of the members' meeting at which the proposal to dissolve will be voted on. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the proposal to dissolve the nonprofit corporation, and the notice shall contain or be accompanied by a copy of the proposal or a summary thereof.

(5) Unless articles 121 to 137 of this title, the articles of incorporation, bylaws adopted by the members, or the board of directors acting pursuant to subsection (3) of this section require a greater vote, the proposal to dissolve shall be approved by the votes required by sections 7-127-205 and 7-127-206 by every voting group entitled to vote on the proposal to dissolve.

(6) The plan of dissolution shall indicate to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid.

(2) A nonprofit corporation is dissolved upon the effective date of its articles of dissolution.

(3) Articles of dissolution need not be filed by a nonprofit corporation that is dissolved pursuant to section 7-134-401.

(2) Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless, in case of authorization pursuant to section 7-134-102, that authorization permitted revocation by action of the board of directors alone, in which event the board of directors may revoke the dissolution without member action.

(3) After the revocation of dissolution is authorized, the nonprofit corporation may revoke the dissolution by delivering to the secretary of state for filing, within one hundred twenty days after the effective date of dissolution, articles of revocation of dissolution, together with a copy of its articles of dissolution, that set forth:
    (a) The name of the nonprofit corporation;
    (b) The effective date of the dissolution that was revoked;
    (c) The date that the revocation of dissolution was authorized;
    (d) If pursuant to subsection (2) of this section the directors or the incorporators revoked a dissolution authorized under section 7-134-101, a statement that the revocation of dissolution was authorized by the directors or the incorporators, as the case may be;
    (e) If pursuant to subsection (2) of this section the directors revoked a dissolution approved by the members, a statement that the revocation was permitted by action of the directors pursuant to that approval; and
    (f) If the revocation of dissolution was approved pursuant to subsection (2) of this section by the members, a statement that the number of votes cast for revocation of dissolution by each voting group entitled to vote separately on the proposal to dissolve was sufficient for approval by that voting group.

(4) Revocation of dissolution is effective as provided in section 7-121-204 (1) (a), and no delayed effective date may be specified pursuant to section 7-101-204 (2).

(5) When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution, and the nonprofit corporation may carry on its activities and use its corporate name as if dissolution had never occurred.

(2) Upon dissolution of a nonprofit corporation exempt under section 501 (c) (3) of the internal revenue code, or corresponding section of any future federal tax code, the assets of such nonprofit corporation shall be distributed for one or more exempt purposes under said section, or to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the district court for the county in which the principal office of such nonprofit corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

(3) Dissolution of a nonprofit corporation does not:
    (a) Transfer title to the nonprofit corporation's property;
    (b) Subject its directors or officers to standards of conduct different from those prescribed in article 128 of this title;
    (c) Change quorum or voting requirements for its board of directors or members, change provisions for selection, resignation, or removal of its directors or officers, or both, or change provisions for amending its bylaws or its articles of incorporation;
    (d) Prevent commencement of a proceeding by or against the nonprofit corporation in its corporate name; or
    (e) Abate or suspend a proceeding pending by or against the nonprofit corporation on the effective date of dissolution.

(4) On and after the effective date of the dissolution, the corporate name of a dissolved nonprofit corporation shall include the words "a dissolved Colorado nonprofit corporation" and the year of dissolution.

(2) A dissolved nonprofit corporation shall give written notice of the dissolution to known claimants within ninety days after the effective date of the dissolution. The notice shall:
    (a) Describe the information that shall be included in a claim;
    (b) Provide an address to which written notice of any claim shall be given to the nonprofit corporation; and
    (c) State that, unless sooner barred by any other statute limiting actions, the claim will be barred if an action to enforce the claim is not commenced by a deadline that is stated on the notice, which deadline shall not be less than two years after the giving of notice.

(3) Unless sooner barred by any other statute limiting actions, a claim against the dissolved nonprofit corporation is barred if a claimant received the notice of dissolution given pursuant to subsection (2) of this section and an action to enforce the claim is not commenced by the deadline stated in the notice of dissolution.

(4) The failure of the dissolved nonprofit corporation to give notice to any known claimant pursuant to subsection (2) of this section shall not affect the disposition under this section of any claim held by any other known claimant.

(5) For purposes of this section, "claim" does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. For purposes of this section, an action to enforce a claim includes an arbitration under any agreement for binding arbitration between the dissolved nonprofit corporation and the claimant and includes a civil action.

(2) The notice contemplated in subsection (1) of this section shall:
    (a) Be published one time in a newspaper of general circulation in the county where the dissolved nonprofit corporation's principal office or, if it has no principal office in this state, where its registered office is or was last located;
    (b) Describe the information that shall be included in a claim and provide an address at which any claim shall be given to the nonprofit corporation; and
    (c) State that, unless sooner barred by any other statute limiting actions, the claim will be barred if an action to enforce the claim is not commenced within five years after the publication of the notice or within four months after the claim arises, whichever is later.

(3) If the dissolved nonprofit corporation publishes a notice in accordance with subsection (2) of this section, then, unless sooner barred under section 7-134-106 or under any other statute limiting actions, the claim of any claimant against the dissolved nonprofit corporation is barred unless the claimant commences an action to enforce the claim within five years after the publication date of the notice or within four months after the claim arises, whichever is later.

(4) For purposes of this section and except where required to be disposed of under section 7-134-106, "claim" means any claim, excluding claims of this state, whether known, due, or to become due, absolute or contingent, liquidated or unliquidated, founded on contract, tort, or other legal basis, or otherwise.
For purposes of this section, an action to enforce a claim includes an arbitration under any agreement for binding arbitration between the dissolved nonprofit corporation and the claimant and includes a civil action.

(2) Service effected pursuant to paragraph (b) of subsection (1) of this section is perfected at the earliest of:
    (a) The date the dissolved nonprofit corporation receives the process, notice, or demand;
    (b) The date shown on the return receipt, if signed on behalf of the dissolved nonprofit corporation; or
    (c) Five days after mailing.

(3) Subsection (1) of this section does not prescribe the only means, or necessarily the required means, of serving a dissolved nonprofit corporation.

(2) If the nonprofit corporation does not correct each ground for dissolution, or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist, within sixty days after mailing of the notice contemplated in subsection (1) of this section, the secretary of state may administratively dissolve the nonprofit corporation. The secretary of state shall mail written notice of the administrative dissolution, stating the effective date thereof, to the dissolved nonprofit corporation and shall mail a copy of such notice to the last registered agent of the dissolved nonprofit corporation.

(3) A nonprofit corporation administratively dissolved continues its corporate existence but may not carry on any activities except as is appropriate to wind up and liquidate its affairs under section 7-134-105 and to give notice to claimants in the manner provided in sections 7-134-106 and 7-134-107.
If the nonprofit corporation has not been reinstated pursuant to section 7-134-203 within one hundred twenty days after the effective date of the administrative dissolution under subsection (2) of this section, the corporate name shall include the words "a dissolved Colorado nonprofit corporation" and the year of dissolution.

(4) The administrative dissolution of a nonprofit corporation terminates the authority of its registered agent.

(5) Upon the administrative dissolution of a nonprofit corporation, the secretary of state shall be the dissolved nonprofit corporation's agent for service of process. Service of process on the secretary of state under this subsection (5) is service on the dissolved nonprofit corporation. Upon receipt of process, the secretary of state shall deliver a copy of the process to the dissolved nonprofit corporation at its principal office.

(2) The nonprofit corporation shall include in the application for reinstatement, or in an accompanying document, the written consent to appointment by the designated registered agent.

(3) If the secretary of state determines that the application for reinstatement contains the information required by subsections (1) and (2) of this section and that the information is correct, the secretary of state shall revoke the administrative dissolution.
The secretary of state shall mail written notice of the revocation, stating the effective date thereof, to the nonprofit corporation.

(4) When the reinstatement is effective, it relates back to and takes effect as of the effective date of the administrative dissolution.
The nonprofit corporation may carry on its activities, under the name stated pursuant to paragraph (c) of subsection (1) of this section, as if the administrative dissolution had never occurred.

(2) The nonprofit corporation may appeal the denial of reinstatement to the district court of the county in this state where the nonprofit corporation's principal office is located or, if the nonprofit corporation has no principal office in this state, to the district court of the county in which its registered office is located or, if the nonprofit corporation has no registered office, to the district court for the city and county of Denver, within thirty days after mailing of the notice of denial, by petitioning the court to set aside the dissolution and attaching to the petition copies of the secretary of state's notice of dissolution, the nonprofit corporation's application for reinstatement, and the secretary of state's notice of denial.

(3) The court may summarily order the secretary of state to reinstate the dissolved nonprofit corporation or may take any other action the court considers appropriate.

(4) The court's order or decision may be appealed as in other civil proceedings.

(2) A nonprofit corporation may be dissolved in a proceeding by a director or member if it is established that:
    (a) The directors are deadlocked in the management of the corporate affairs, the members, if any, are unable to break the deadlock, and irreparable injury to the nonprofit corporation is threatened or being suffered;
    (b) The directors or those otherwise in control of the nonprofit corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent;
    (c) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or
    (d) The corporate assets are being misapplied or wasted.

(3) A nonprofit corporation may be dissolved in a proceeding by a creditor if it is established that:
    (a) The creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the nonprofit corporation is insolvent; or
    (b) The nonprofit corporation is insolvent and the nonprofit corporation has admitted in writing that the creditor's claim is due and owing.

(4) (a) If a nonprofit corporation has been dissolved by voluntary or administrative action taken under part 1 or 2 of this article:
       (I) The nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with section 7-134-105; and
       (II) The attorney general, a director, a member, or a creditor may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with section 7-134-105, upon establishing the grounds set forth in subsections (1) to (3) of this section.
    (b) As used in sections 7-134-302 to 7-134-304, a "judicial proceeding to dissolve the nonprofit corporation" includes a proceeding brought under this subsection (4), and a "decree of dissolution" includes an order of court entered in a proceeding under this subsection (4) that directs that the affairs of a nonprofit corporation shall be wound up and liquidated under judicial supervision.

(2) It is not necessary to make directors or members parties to a proceeding to dissolve a nonprofit corporation unless relief is sought against them individually.

(3) A court in a proceeding brought to dissolve a nonprofit corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the nonprofit corporation until a full hearing can be held.

(2) The court may appoint an individual, a domestic or foreign corporation authorized to transact business in this state, or a domestic or foreign nonprofit corporation authorized to transact business in this state as a receiver or custodian.
The court may require the receiver or custodian to post bond, with or without sureties, in an amount specified by the court.

(3) The court shall describe the powers and duties of the receiver or custodian in its appointing order which may be amended from time to time.
Among other powers the receiver shall have the power to:
    (a) Dispose of all or any part of the property of the nonprofit corporation, wherever located, at a public or private sale, if authorized by the court; and
    (b) Sue and defend in the receiver's own name as receiver of the nonprofit corporation in all courts.

(4) The custodian may exercise all of the powers of the nonprofit corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the nonprofit corporation in the best interests of its members and creditors.

(5) The court, during a receivership, may redesignate the receiver a custodian and during a custodianship may redesignate the custodian a receiver if doing so is in the best interests of the nonprofit corporation and its members and creditors.

(6) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and such person's counsel from the assets of the nonprofit corporation or proceeds from the sale of the assets.

(2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the nonprofit corporation's affairs in accordance with section 7-134-105 and the giving of notice to the nonprofit corporation's registered agent, or to the secretary of state if it has no registered agent, and to claimants in accordance with sections 7-134-106 and 7-134-107.
In the decree of dissolution, or otherwise, the court may direct that the corporate name shall include the words "a dissolved Colorado nonprofit corporation" and the year of dissolution.

(3) The court's order or decision may be appealed as in other civil proceedings.

(2) A provision in the articles of incorporation to the effect that the nonprofit corporation or its existence shall be terminated at a specified date or after a stated period of time or upon a contingency, or any similar provision, shall be deemed to be a provision for a period of duration within the meaning of this section.
The occurrence of such date, the expiration of the stated period of time, the occurrence of such contingency, or the satisfaction of such provision shall be deemed to be the expiration of the nonprofit corporation's period of duration for purposes of this section.