Current Uniform Acts

Unincorporated Non-profit Associations Act 2008

DISSOLUTION AND WINDING-UP

How association may be dissolved

25 A nonprofit association may be dissolved as follows:

(a) as provided for in its governing principles;

(b) if not provided for in the governing principles, by a majority vote of its members;

(c) as permitted or required by a court order; or

(d) if the association is no longer active and has been inactive for at least three years, by a resolution of its managers or, if it has no managers, of its last incumbent managers.

Comment: This section provides a very basic procedure for the winding up of a UNA. The key reform in this section is the default rule that a UNA may be wound up by a majority vote of its members. (A UNA may provide for a different standard in its governing principles.) The section also provides for the winding up of inactive UNAs.

Derivation: Principle (38).

Winding-up

26 Subject to any court order governing the dissolution, when a nonprofit association is dissolved, any remaining property of the association must be dealt with according to the following rules:

1. Any property held under a trust must be dealt with, transferred or distributed according to the terms of the trust.

2. Any donated property held subject to a condition that it be paid or transferred to a person designated by the donor must be paid or transferred to that person.

3. All known debts and liabilities of the association must be paid or adequately provided for.

4. Any remaining property must be distributed according to the association’s governing principles or, in the absence of an applicable governing principle, equally among the association’s current members or as they otherwise direct.

5. If any remaining property cannot be distributed according to rule 4, it is to be dealt with in the same manner as property of a person who dies intestate and without a successor under [name of intestate succession Act in enacting jurisdiction].

Comment: This section contains a basic distribution scheme for a UNA’s assets after it has been wound up. The section is based on Cal. Corp. Code §18410.

Derivation: Principle (38).

Next Annual Meeting

2018 Conference (Centennial)

Delta Hotel

Québec City, QC

August 12 - 16, 2018