Current through the 2024 Fourth Special Session
Section 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:(a) collecting its assets;(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;(c) transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws;(d) discharging or making provision for discharging its liabilities; and(e) doing every other act necessary to wind up and liquidate its assets and affairs.(2) Dissolution of a nonprofit corporation does not:(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;(b) subject its directors or officers to standards of conduct different from those prescribed in this chapter;(c) change quorum or voting requirements for its board of directors or members;(d) change provisions for selection, resignation, or removal of its directors or officers, or both;(e) change provisions for amending its bylaws or its articles of incorporation;(f) prevent commencement of a proceeding by or against the nonprofit corporation in its corporate name; or(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.Amended by Chapter 401, 2023 General Session ,§ 16, eff. 7/1/2024.Amended by Chapter 240, 2015 General Session ,§ 25, eff. 5/12/2015.Amended by Chapter 315, 2007 General Session