Board Resolution: Plan of Dissolution and Distribution of Assets
(NV Not-for-Profit Corporation)

Summary

This Board Resolution: Plan of Dissolution and Distribution of Assets (NV Not-for-Profit Corporation) template may be used in connection with the dissolution of a Nevada nonprofit corporation. This template includes practical guidance and drafting notes. A Nevada nonprofit corporation may be dissolved in three ways: (1) By a written request for dissolution made by a majority of its members addressed to the board. Nev. Rev. Stat. Ann. § 82.446. (2) By a recommendation for dissolution by the board, followed by the approval of the members entitled to exercise a majority of all the voting power. Nev. Rev. Stat. Ann. § 82.451(1). (3) If the corporation has no members, by board approval of dissolution. Nev. Rev. Stat. Ann. § 82.451(2). This template applies to the second of those three situations, with the board and member approvals coming sequentially (not simultaneously). Additionally, in all three instances, the corporation must obtain the approval of any "person or superior organization" whose approval is required under the articles of incorporation. This template does not contemplate any such approval being necessary. After a Nevada nonprofit corporation is dissolved, the corporation must distribute its assets in accordance with Nev. Rev. Stat. Ann. § 82.461, which provides default provisions regarding the order in which a nonprofit must distribute its assets after dissolution. Nev. Rev. Stat. Ann. § 82.461. That section also contemplates that a nonprofit corporation may adopt a plan of dissolution to address how to distribute any assets remaining after the mandatory distributions have been made. You may wish to attach the template plan of dissolution and distribution of assets to these resolutions. For a template plan of dissolution and distribution of assets, see Plan of Dissolution and Distribution of Assets (NV Not-for-Profit Corporation). Agreements or documents of this type should be customized for each transaction or situation. Thus, this agreement or document should be viewed only as a partial template. Although this document may describe various legal issues, it should not be construed as legal advice from Fennemore Craig. Your use of this document and the information herein is governed by LexisNexis's Terms of Service. For further information on dissolution of a Nevada nonprofit corporation, see Not-for-Profit Corporations (NV).