Dissolution by directors and members.

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  • (1) If a nonprofit corporation has members, dissolution of a nonprofit corporation may be authorized in the manner provided in Subsection (2).
  • (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:
      • (i) recommend the proposal to dissolve to the members; or
      • (ii)
        • (A) determine that because of a conflict of interest or other special circumstance, it should make no recommendation; and
        • (B) communicate 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).
  • (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)
    • (a) The nonprofit corporation shall give notice, in accordance with Section 16-6a-704, to each member entitled to vote on the proposal of the members' meeting at which the proposal to dissolve will be voted on.
    • (b) The notice required by Subsection (4)(a) shall:
      • (i) state that the purpose, or one of the purposes, of the meeting is to consider the proposal to dissolve the nonprofit corporation; and
      • (ii) contain or be accompanied by a copy of the proposal or a summary of the proposal.
  • (5) The proposal to dissolve shall be approved by the votes required by Sections 16-6a-714 and 16-6a-715 by every voting group entitled to vote on the proposal to dissolve unless a greater vote is required by:
    • (a) this chapter;
    • (b) the articles of incorporation;
    • (c) bylaws adopted by the members; or
    • (d) the board of directors acting pursuant to Subsection (3).
  • (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.




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