16-6a-1402. Dissolution by directors and members

(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. 


Enacted by Chapter 300, 2000 General Session


Print   Email

Questions and Answers

Have questions about a statute? Ask it and an experienced Utah HOA attorney will answer it, plus see all the previous questions and answers.

Only members may post and view questions and answers. Join us by subscribing today!

Key Concepts explained

The index is the main hub of the site, where key concepts are explained

The 6 resolutions & 5 forms every HOA should have

Procedures required by law, updated as the laws change yearly, so your HOA is always in compliance. Plus other policy resolutions
*Prudent-Legal plan only

Step-by-Step Guides

Guides to walk board through owner requests for: records, assistance animal (disability), satellite dish, solar device. Avoid violating federal and Utah law!
Guides to walk a homeowner through making request for records and to keep an assistance animal for a person with a disability.

2 Hours Attorney Time

Counsel from a Utah HOA specialist attorney
*Prudent-Legal plan only

Q & A

Have questions about a statute? Ask it and an experienced HOA attorney will answer it. Plus, see all the other Q & A.

Legal Updates

Stay informed! Get updates of new HOA laws with explanations of how they affect your community and what to do to comply and minimize risk.

Tools to help you understand the law

Key words defined in hovercards, powerful search, comments, footnotes, tags, explanations and case law summaries

Plus more!