Section 17-32-126 - Winding Up; Termination

17-32-126. Winding up; termination. (a) A dissolved decentralized unincorporated nonprofit association shall wind up its operations and the nonprofit association shall continue after dissolution only for the purpose of winding up. (b) In winding up a decentralized unincorporated nonprofit association, the members: (i) Shall discharge the nonprofit association's debts, obligations and other liabilities, settle and close the nonprofit association's business and distribute any remaining property: (A) As required by state law other than this chapter requiring assets of an association to be distributed to another entity or person with similar nonprofit purposes; (B) In accordance with the nonprofit association's governing principles. In the absence of applicable governing principles, to the current members of the nonprofit association in proportion to their membership interests; or (C) If neither subdivision (A) or (B) of this paragraph applies, in accordance with the law of unclaimed property contained in W.S. 34-24-101 through 34-24-140. (ii) May: (A) Authorize an administrator to wind up the nonprofit association in accordance with W.S. 17-32-120.

ance with the law of unclaimed property contained in W.S. 34-24-101 through 34-24-140. (ii) May: (A) Authorize an administrator to wind up the nonprofit association in accordance with W.S. 17-32-120. Any administrator so authorized shall owe the nonprofit association a duty of care in the conduct or winding up of the nonprofit to refrain from grossly negligent or reckless conduct, willful or intentional misconduct or a knowing violation of the law; (B) Preserve the nonprofit association's operations and property as a going concern for a reasonable time; (C) Prosecute and defend actions and proceedings, whether civil, criminal or administrative; (D) Transfer the nonprofit association's property; (E) Settle disputes by mediation or arbitration; (F) Perform other acts necessary or appropriate to the winding up. (iii) If the members of a nonprofit association do not appoint an administrator or administrators to wind up the nonprofit association, the members shall owe the nonprofit association a duty of care in the conduct or winding up of the nonprofit association's operations to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct or a

ciation a duty of care in the conduct or winding up of the nonprofit association's operations to refrain from engaging in grossly negligent or reckless conduct, willful or intentional misconduct or a knowing violation of the law.