824 ARTICLE 23

hereinafter provided) in the manner prescribed with respect to articles of
amendment. Upon the receipt for record of such articles of dissolution,
notice setting forth the name of the corporation and that articles of
dissolution have been received for record by the State Tax Commission
in accordance with the provisions of this Section 96 shall be published by
the State Tax Commission once a week for four successive weeks in a
newspaper of general circulation in the county or city in which the
principal office of the corporation is located. Whenever all the stock-
holders or members shall consent in writing to a dissolution, no meeting
of the stockholders or members or notice thereof shall be necessary. If
there is no stock of the corporation outstanding and entitled to vote,
dissolution may be authorized by resolution adopted by a majority of the
entire board of directors. If there has been no meeting of the board of
directors, dissolution may be authorized by resolution adopted by a ma-
jority of the incorporators, and in such case the articles of dissolution may
be executed, acknowledged and verified by a majority of the incorporators.

(2) The articles of dissolution shall set forth: (a) the post-office ad-
dress (including the county or city) of the place at which the principal
office of the corporation is located; (b) the name and post-office address
of each of the directors; (C) the name, title and post-office address of each
of the officers; (d) that dissolution of the corporation has been duly
advised by the board of directors and authorized or consented to by the
stockholders or members, or, if no stock is outstanding and entitled to
vote, that such is the fact and that dissolution has been duly authorized
by the board of directors or by the incorporators, as the case may be;
and (e) that notice that dissolution of the corporation has been authorized
pursuant to the provisions of this Section was mailed to all known creditors
at their addresses according to the records of the corporation not less than
twenty days before the date of such articles of dissolution.

(3) When such articles of dissolution have been delivered to the State
Tax Commission with the recording fee, for which provision is herein-
after made, and not before, the corporation shall be deemed to be dissolved,
provided, however, that the corporation shall continue for the purpose
of paying, satisfying and discharging any existing liabilities or obliga-
tions, collecting and distributing its assets and doing all other acts required
to adjust and wind up its business and affairs. For such purpose the di-
rectors shall, unless and until a receiver or receivers of the property, estate
and effects shall be appointed as hereinafter provided, become and be
trustees for the creditors and stockholders or members of the corporation
so dissolved, with all the title, powers, duties and liabilities provided in
Section 100 of this Article, including the power to carry out the contracts
of the corporation, to sell its assets at public or private sale and to sue or
be sued in their own names as trustees or (notwithstanding its dissolution)
in the name of the corporation. The will of a majority of the directors
shall govern. Failure to mail notice that dissolution has been authorized
or to publish notice of dissolution as required by this Section shall not
invalidate a dissolution under this Section.

(4) When any corporation of this State shall be dissolved pursuant to
the provisions of this Section, application for the appointment of a re-
ceiver or receivers of its property, effects and estate may be made by any
director, stockholder or creditor of the corporation by bill filed in a court
of equity of the county or city in which the principal office of the corpo-
ration is located, and, after a hearing according to the practice of courts