8.30.210 Voluntary dissolution

8.30.210 Voluntary dissolution.

(a) A nonprofit corporation may dissolve its affairs in the following manner:

(1) If the corporation has members with voting rights, the board of directors shall adopt a resolution recommending that the corporation be dissolved; and

(2) Submit the issue of dissolution to members for a vote at either the annual or a special meeting; and

(3) Provide written or published notice to each member entitled to vote, pursuant to the notice section of this chapter, YTC 8.30.180. Notice must disclose that dissolution will be considered; and

(4) A resolution to dissolve the corporation shall be adopted upon an affirmative vote of at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meetings;

(5) If the corporation either has no members with voting rights, or has no members, dissolution must be authorized by resolution at a meeting of the board of directors following an affirmative vote by the majority of directors in office.

(b) Once dissolution is authorized by either the board of directors or members entitled to vote, if any, the corporation shall:

(1) Cease to conduct business, except insofar as may be necessary for the winding up of corporate affairs; and

(2) Immediately dispatch, via certified or registered mail, notice of the proposed dissolution to each known creditor of the corporation; and

(3) Commence collection and distribution of assets as directed in this chapter.

(1) All liabilities and obligations of the corporation shall be paid, satisfied, and discharged, or arrangements to do so within a reasonable time shall be made; then

(2) Assets held by the corporation upon condition of return, transfer, or conveyance in the event of dissolution shall be returned, transferred, or conveyed in accordance with such requirements, with assets belonging to the Yurok Tribe being afforded first preference; then

(3) Assets received, and held, by the corporation subject to conditions that their use be exclusively for charitable, religious, benevolent, educational, or similar purposes, but not held upon a condition under subsection (c)(2) of this section, shall be transferred, or conveyed to one or more domestic or foreign corporations, societies, or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter; then

(4) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or bylaws to the extent the articles or bylaws determine the distributive rights of members, or any class, or classes, of members, or provide for distribution to others; then

(5) Any remaining assets may be distributed to such persons, societies, organizations, or domestic or foreign corporations, whether for-profit or nonprofit, as may be specified if a plan of distribution is adopted as provided in this chapter.

(d) A plan for distribution of assets not inconsistent with the provisions of this chapter may be adopted by a corporation in the process of dissolution, and must be adopted for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan for distribution. The plan shall be executed in the following manner:

(1) If the corporation has members with voting rights, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked; and

(2) Submit the issue of revocation of dissolution to members for a vote at either the annual or a special meeting; and

(3) Provide written or published notice to each member entitled to vote, pursuant to the notice section, YTC 8.30.180. The notice must disclose that revocation of the dissolution will be considered; and

(4) A resolution to revoke the voluntary dissolution proceedings shall be adopted upon an affirmative vote of at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting; and

(5) If the corporation either has no members with voting rights, or no members, revocation of the voluntary dissolution must be authorized by resolution at a meeting of the board of directors following an affirmative vote by the majority of directors in office; and

(e) Once revocation of dissolution has been authorized by the board of directors and members entitled to vote, if any, the corporation may again conduct its affairs. If articles of dissolution were previously delivered to the Clerk of the Tribal Council, or his/her designee, notice of revocation of dissolution must be provided to the Clerk or his/her designee, in writing, within 20 days after the date the revocation was authorized.

(f) If voluntary dissolution proceedings have not been revoked, and the corporation has complied with subsections (c)(1) through (c)(5) of this section, articles of dissolution shall be executed, in duplicate, by the corporation through its president or vice-president, and the corporate seal affixed thereto, and attested by its secretary or an assistant secretary. The articles of dissolution shall expressly state:

(1) The name of the corporation; and

(2) If the corporation has members with voting rights:

(A) A statement setting forth the date of the meeting of members at which the resolution to dissolve was adopted; and

(B) That a quorum was present at such meeting; and

(C) That the resolution to dissolve received at least two-thirds of the votes entitled to be cast by members or represented by proxy at such meetings; or

(D) That such resolution was adopted by consent, in writing, and signed by all members entitled to vote.

(3) If the corporation has either no members with voting rights, or no members:

(A) That there are either no members with voting rights, or no members; and

(B) The date of the meeting of the board of directors at which the resolution to dissolve received the vote of a majority of the directors in office;

(4) That all debts, liabilities, and obligations of the corporation have been paid and discharged, or arrangements have been made to do so within a reasonable time; and

(5) That all remaining property and assets of the corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter; and

(6) That there are no suits pending against the corporation in any Court; or that adequate provisions have been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.

(g) Articles of dissolution shall be filed with the Clerk of the Tribal Council, or his/her designee, as follows:

(1) Duplicate originals of the articles of dissolution shall be delivered to the Clerk of the Tribal Council, or his/her designee.

(2) If the Clerk, or his/her designee, determines that the articles of dissolution conform to law, he/she shall, after all fees under this chapter have been paid:

(A) Endorse each original with the word “Filed,” and the month, day, and year; and

(B) Retain one original in the Tribal Council file; and

(D) Deliver the certificate of dissolution and second original to the registered representative of the dissolved corporation.

(h) Upon issuance of the certificate of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings, and appropriate corporate action by members, directors, and officers as provided in this chapter.

(i) A nonprofit corporation may be dissolved involuntarily by a decree of the Yurok Tribal Court, in an action instituted by the Yurok Tribal Council, when it is proven to the Court that:

(1) The franchise of the corporation was procured through fraud; or

(2) The corporation has exceeded, or abused, the authority conferred upon it by this chapter; or

(3) The corporation has failed to appoint and maintain a registered agent for a period of 90 days; or

(4) The corporation has failed to deliver to the Clerk of the Tribal Council, or his/her designee, a statement of change of registered agent and/or principal place of business within 90 days after the date such information changed.

(j) At least 30 days before any action for the involuntary dissolution of a corporation shall be filed by the Clerk of the Tribal Council, he/she shall notify the corporation, by certified or registered mail addressed to the corporation at its registered principal place of business, a notice of their intention to file such suit, including the reasons therefor.

(k) If the nonprofit corporation submits satisfactory evidence that it did not commit an act in violation of subsection (i) of this section, the Clerk of the Tribal Council, or his/her designee, shall not file an action against the corporation.

(l) If an action has been filed against a nonprofit corporation for violation of subsections (i)(3) or (i)(4) of this section, and the corporation subsequently complies with the relevant subsection, and the corporation will pay the costs of the action already incurred, such as filing fees, the Clerk or his/her designee will withdraw the action. [Ord. 18 Part VI § 21, adopted, 10/7/2008.]