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dissolution resolutions


Guest Malone

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On 2/24/2024 at 4:35 PM, Guest Malone said:

Can someone write a quick example of a dissolution resolution?

"If a society is incorporated, the laws of the state in which it is incorporated provide in some detail the legal requirements for the dissolution of the corporation. An attorney should be consulted to draw up the necessary papers and advise the society as to the procedure to be followed.

In the case of an unincorporated society, a resolution should be prepared, such as: “Resolved, That the X Society be dissolved as of March 31, 20__.” This resolution may be preceded by a preamble setting forth the reasons for the dissolution. It is in effect a motion to rescind the bylaws, and therefore requires for its adoption the same notice and vote as to amend them (see 56:50–56). The required notice must be sent to all members of record.

Such a resolution can be coupled with other resolutions stating the manner in which the society's assets shall be disposed of and attending to other administrative details—or these can be adopted separately. In certain tax-exempt organizations of a charitable or educational character, federal and state tax laws must be adhered to in the disposal of the organization's assets. Often such assets are distributed to societies with similar objectives, or to a superior body." RONR (12th ed.) 55:5-7

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