16-6a-1414. Grounds for judicial
dissolution.
(1) A nonprofit corporation may be dissolved in a proceeding
by the attorney general or the division director 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 member or director if it is established that:
(a) (i) the directors are deadlocked in the management
of the corporate affairs;
(ii) the
members, if any, are unable to break the deadlock; and
(iii)
irreparable injury to the nonprofit corporation is threatened or being
suffered;
(b) the directors or those 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) (i) the creditor's claim has been reduced to
judgment;
(ii) the
execution on the judgment has been returned unsatisfied; and
(iii) the
nonprofit corporation is insolvent; or
(b) (i) the nonprofit corporation is insolvent; and
(ii) 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 or administrative action taken under this part:
(i) the
nonprofit corporation may bring a proceeding to wind up and liquidate its
business and affairs under judicial supervision in accordance with
Section 16-6a-1405;
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 16-6a-1405,
upon establishing the grounds set forth in Subsections (1) through (3).
(b) As used in Sections 16-6a-1415 through 16-6a-1417:
(i) a
"judicial proceeding to dissolve the nonprofit corporation" includes
a proceeding brought under this Subsection (4); and
(ii) a
"decree of dissolution" includes an order of a 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.
Enacted by Chapter 300, 2000 General Session