(1) Unless otherwise provided in the bylaws, dissolution of a nonprofit corporation may be authorized in the manner provided in subsection (2) of this section.
(2) For a proposal to dissolve the nonprofit corporation to be authorized:
The board of directors shall adopt the proposal to dissolve;
The board of directors shall recommend the proposal to dissolve to the membersentitled to vote thereon 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
The members entitled to vote on the proposal to dissolve shall approve the proposalto dissolve as provided in subsection (5) of this section.
The board of directors may condition the effectiveness of the dissolution, and themembers may condition their approval of the dissolution, on any basis.
The nonprofit corporation shall give notice, in accordance with section 7-127-104, toeach 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.
Unless articles 121 to 137 of this title, the articles of incorporation, bylaws adoptedby 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 7127-205 and 7-127-206 by every voting group entitled to vote on the proposal to dissolve.
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.
Source: L. 97: Entire article added, p. 720, § 3, effective July 1, 1998. L. 2008: (2)(b) amended, p. 21, § 9, effective August 5.