§ 7-134-102 — Dissolution by directors and members

(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:

(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 entitled 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

(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.

Legislative History

Source: L. 97: Entire article added, p. 720, � 3, effective July 1, 1998. L. 2008: (2)(b) amended, p. 21, � 9, effective August 5.