(1) A dissolved corporation continues the corporations corporate existence but may not carry on any activities except activities that are appropriate to wind up and liquidate the corporations affairs, including: (a) Preserving and protecting the corporations assets and minimizing the corporations liabilities; (b) Discharging or providing for discharging the corporations liabilities and obligations; (c) Disposing of the corporations properties that will not be distributed in kind; (d) Returning, transferring or conveying assets in accordance with a condition under which the corporation holds the assets subject to a requirement to return, transfer or convey the assets, if the condition occurs by reason of the dissolution; (e) Transferring, subject to any contractual or legal requirements, the corporations assets as provided in or authorized by the corporations articles of incorporation or bylaws; (f) If the corporation is a public benefit corporation or religious corporation, and the corporation has not provided in the corporations articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirement, the corporations assets to one or more persons described in ORS 65.001 (38)(b); (g) If the corporation is a mutual benefit corporation and the corporation has not provided in the corporations articles of incorporation or bylaws for distributing assets on dissolution, transferring, subject to any contractual or legal requirements, the corporations assets to the corporations members or, if the corporation has no members, to those persons whom the corporation purports to benefit or serve; (h) Adopting a plan of merger; and (i) Doing other acts necessary to liquidate the corporations assets and wind up the corporations affairs. (2) Dissolution of a corporation does not: (a) Transfer title to the corporations property; (b) Subject the corporations directors or officers to standards of conduct different from the standards prescribed in ORS 65.301 to 65.414; (c) Change quorum or voting requirements for the corporations board of directors or members, change provisions for selection, resignation or removal of the corporations directors or officers, or both, or change provisions for amending the corporations bylaws; (d) Prevent commencement of a proceeding by or against the corporation in the corporations corporate name; (e) Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or (f) Terminate the authority of the registered agent of the corporation.
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