§ 7-134-301 — Grounds for judicial dissolution

(1) A nonprofit corporation may
be dissolved in a proceeding by the attorney general if it is established that:

(a) The nonprofit corporation obtained its articles of incorporation through
fraud; or

(b) The nonprofit corporation has continued to exceed or abuse the authority
conferred upon it by law.

(2) A nonprofit corporation may be dissolved in a proceeding by a director or
member if it is established that:

(a) The directors are deadlocked in the management of the corporate affairs,
the members, if any, are unable to break the deadlock, and irreparable injury to the
nonprofit corporation is threatened or being suffered;

(b) The directors or those otherwise in control of the nonprofit corporation
have acted, are acting, or will act in a manner that is illegal, oppressive, or
fraudulent;

(c) The members are deadlocked in voting power and have failed, for a period
that includes at least two consecutive annual meeting dates, to elect successors to
directors whose terms have expired or would have expired upon the election of
their successors; or

(d) The corporate assets are being misapplied or wasted.

(3) A nonprofit corporation may be dissolved in a proceeding by a creditor if
it is established that:

(a) The creditor's claim has been reduced to judgment, the execution on the
judgment has been returned unsatisfied, and the nonprofit corporation is insolvent;
or

(b) The nonprofit corporation is insolvent and the nonprofit corporation has
admitted in writing that the creditor's claim is due and owing.

(4) (a) If a nonprofit corporation has been dissolved by voluntary action taken
under part 1 of this article:

(I) The nonprofit corporation may bring a proceeding to wind up and liquidate
its business and affairs under judicial supervision in accordance with section 7-134-105; and

(II) The attorney general, a director, a member, or a creditor may bring a
proceeding to wind up and liquidate the affairs of the nonprofit corporation under
judicial supervision in accordance with section 7-134-105, upon establishing the
grounds set forth in subsections (1) to (3) of this section.

(b) As used in sections 7-134-302 to 7-134-304, a proceeding to dissolve a
nonprofit corporation includes a proceeding brought under this subsection (4), and
a decree of dissolution includes an order of court entered in a proceeding under
this subsection (4) that directs that the affairs of a nonprofit corporation shall be
wound up and liquidated under judicial supervision.

Legislative History

Source: L. 97: Entire article added, p. 728, � 3, effective July 1, 1998. L. 2004: (4)(b) amended, p. 1514, � 308, effective July 1. L. 2005: IP(4)(a) amended, p. 1219, � 30, effective October 1.