§ 16-6a-1405 — Effect of dissolution.

(1) A dissolved nonprofit corporation continues its corporate existence but may not carry on any activities except as is appropriate to wind up and liquidate its affairs, including:

(1)(a) collecting its assets;
(1)(b) returning, transferring, or conveying assets held by the nonprofit corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with the condition;
(1)(c) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;
(1)(d) discharging or making provision for discharging its liabilities; and
(1)(e) doing every other act necessary to wind up and liquidate its assets and affairs.
(2) Dissolution of a nonprofit corporation does not:

(2)(a) transfer title to the nonprofit corporation's property including title to water rights, water conveyance facilities, or other assets of a nonprofit corporation organized to divert or distribute water to its members;
(2)(b) subject its directors or officers to standards of conduct different from those prescribed in this chapter;
(2)(c) change quorum or voting requirements for its board of directors or members;
(2)(d) change provisions for selection, resignation, or removal of its directors or officers, or both;
(2)(e) change provisions for amending its bylaws or its articles of incorporation;
(2)(f) prevent commencement of a proceeding by or against the nonprofit corporation in its corporate name; or
(2)(g) abate or suspend a proceeding pending by or against the nonprofit corporation on the effective date of dissolution.
(3) Nothing in this section may be applied in a manner inconsistent with a court's power of judicial dissolution exercised in accordance with Section 16-6a-1414.

Legislative History

Amended by Chapter 401, 2023 General Session