The Utah Revised Nonprofit Corporation Act, specifically Utah Code Title 16, Chapter 6a, governs the dissolution of nonprofit corporations. Section 16-6a-1402 outlines the procedures for voluntary dissolution. A nonprofit corporation may dissolve voluntarily by delivering articles of dissolution to the Lieutenant Governor. This process requires a resolution to dissolve to be adopted by the board of directors and, if the corporation has members, by the members. The Act specifies that the corporation must cease conducting its activities except those necessary to wind up its affairs. During the winding-up period, the corporation must collect its assets, pay or make provision for its liabilities, and distribute its remaining assets in accordance with its articles of incorporation or bylaws. If the articles of incorporation do not specify a distribution plan, the assets must be distributed to one or more domestic or foreign corporations or entities qualifying as a public benefit corporation or a mutual benefit corporation under the Act, or to any other person or persons as the court shall determine to be equitable. The Act also mandates that notice of dissolution be given to creditors. The dissolution process is not complete until the articles of dissolution have been filed with the Lieutenant Governor. Therefore, a nonprofit corporation in Utah, after adopting a dissolution resolution and commencing winding up, must file articles of dissolution with the Lieutenant Governor to effectuate its dissolution.

The Utah Nonprofit Corporation Act, specifically Utah Code Title 16, Chapter 6a, outlines the procedures for dissolving a nonprofit corporation. When a nonprofit corporation in Utah intends to dissolve voluntarily, the process generally involves a resolution by the board of directors and approval by the members, if applicable. Utah Code Section 16-6a-1402 details the requirements for voluntary dissolution. This section mandates that a plan of dissolution be adopted by the board of directors. Following board approval, if the corporation has members, the plan must be submitted to the members for their approval. The Act specifies that for corporations with members, dissolution requires approval by a majority of the votes cast by members entitled to vote on the dissolution. For corporations without members, the board of directors can typically approve dissolution without member consent. The filing of Articles of Dissolution with the Utah Division of Corporations and Commercial Code is the final step to formally dissolve the entity. The question revolves around the initial procedural step for a nonprofit corporation that *does* have members. The board of directors must first adopt a resolution recommending dissolution. This resolution then serves as the basis for seeking member approval. Therefore, the initial, mandatory step for a Utah nonprofit with members is the adoption of a dissolution resolution by the board.

The Utah Revised Nonprofit Corporation Act, specifically Utah Code Section 16-6a-1002, addresses the dissolution of a nonprofit corporation. When a nonprofit corporation voluntarily dissolves, the statute outlines a specific order of priority for the distribution of assets. First, all liabilities and obligations of the corporation must be paid or adequately provided for. This includes secured and unsecured debts, as well as any accrued but unpaid expenses. Following the satisfaction of all debts and obligations, the remaining assets are to be distributed to one or more qualified organizations. A qualified organization is defined as one that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code, or any other organization that the board of directors reasonably determines to be organized and operated for purposes similar to those of the dissolving corporation, and which will use the assets for charitable, religious, eleemosynary, benevolent, educational, or similar purposes. The distribution must be made in accordance with the corporation’s articles of incorporation or bylaws, provided such provisions do not conflict with Utah law. If the articles or bylaws are silent or insufficient, the board of directors has discretion in selecting the recipient organizations, ensuring the distribution aligns with the corporation’s original mission. The final step involves filing a certificate of dissolution with the Lieutenant Governor.

The Utah Nonprofit Corporation Act, specifically Utah Code Section 16-6a-1001, addresses the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed for exempt purposes. This means that any remaining property or funds after paying debts and liabilities must be transferred to one or more organizations that are themselves exempt under Section 501(c)(3) of the Internal Revenue Code, or to a governmental entity for a public purpose. This ensures that the charitable or public benefit purpose for which the nonprofit was established continues, even after its dissolution. Failure to distribute assets in this manner can lead to the assets escheating to the state. The Act emphasizes that the distribution must be to an organization that is exempt under Section 501(c)(3) of the Internal Revenue Code or to a governmental entity for a public purpose. A distribution to a private foundation that is not a public charity or to a for-profit entity would not satisfy this requirement. Similarly, distributing assets to the individual members or directors, unless they are also qualified exempt organizations or the distribution is for a public purpose that aligns with the original mission and is approved by the court, is generally prohibited. The key is the continuation of the charitable or public purpose.

The Utah Nonprofit Corporation Act, specifically referencing Utah Code § 16-6a-1301, outlines the procedures for a nonprofit corporation to dissolve. Dissolution can be voluntary or involuntary. In a voluntary dissolution initiated by the corporation, the board of directors typically adopts a resolution recommending dissolution, which is then submitted to the members for approval. The Act requires that notice of the proposed dissolution be given to all members entitled to vote on the matter. For corporations without members, or where members have no voting rights on dissolution, the board of directors may adopt the resolution. Following member approval (if required), the corporation must file Articles of Dissolution with the Lieutenant Governor. Prior to filing, or concurrently with filing, the corporation must cease conducting its business except as necessary to wind up its affairs. This winding-up process involves settling accounts, collecting assets, and distributing remaining property according to the corporation’s articles, bylaws, or the Act itself, ensuring that creditors are paid and any remaining assets are distributed to appropriate recipients, often other 501(c)(3) organizations if the dissolving entity was one. The filing of Articles of Dissolution with the Lieutenant Governor marks the official end of the corporation’s existence as a legal entity, although the winding-up process may continue thereafter. The question probes the critical step of notifying members before a vote on dissolution, a procedural safeguard ensuring member participation in significant corporate decisions.

The Utah Nonprofit Corporation Act, specifically Utah Code Ann. § 16-6a-1001, outlines the procedures for a nonprofit corporation to dissolve voluntarily. For a nonprofit corporation that has not commenced its activities or issued any shares, dissolution can be authorized by a majority of the initial directors or incorporators. However, if the corporation has commenced activities or issued shares, dissolution requires approval by the board of directors and, subsequently, by a majority of the members or shareholders entitled to vote on the matter. The process involves filing articles of dissolution with the Lieutenant Governor, which must include a statement that the corporation has no debts or liabilities outstanding, or that provision has been made for the satisfaction of all debts and liabilities. It also requires a plan for the distribution of assets, which, under Utah Code Ann. § 16-6a-1009, must be distributed to one or more qualified organizations as defined by Section 501(c)(3) of the Internal Revenue Code, or for a public purpose, if the articles of incorporation do not specify a recipient. The dissolution process is a formal legal procedure requiring adherence to statutory requirements to ensure a lawful winding up of the corporation’s affairs.

The Utah Nonprofit Corporation Act, specifically Utah Code § 16-6a-1201, outlines the procedures for dissolving a nonprofit corporation. For a nonprofit corporation that has not commenced its activities or has ceased to conduct its activities, dissolution can be initiated by a resolution adopted by the board of directors. This resolution must then be submitted to the members, if any, for approval. If there are no members, or if the members have no voting rights on dissolution, the board’s resolution alone is sufficient. The Act requires that a statement of dissolution be filed with the Lieutenant Governor. This statement must include specific information such as the corporation’s name, the date dissolution was authorized, and a statement that dissolution was authorized by the board of directors and, if applicable, by the members. The Utah Code does not mandate a specific waiting period after the board’s resolution before filing the statement of dissolution, nor does it require court approval for dissolution initiated by the corporation itself, provided it follows the statutory procedures. The absence of members or member voting rights simplifies the process, allowing the board to act unilaterally after adopting the necessary resolution.

The Utah Revised Nonprofit Corporation Act, specifically Utah Code Title 16, Chapter 6a, governs the operations of nonprofit corporations within the state. When a nonprofit corporation intends to dissolve, it must follow a specific process to wind up its affairs. This process involves ceasing its activities, collecting its assets, paying or providing for its liabilities, and distributing any remaining assets. Utah Code Section 16-6a-1406 outlines the distribution of assets upon dissolution. It mandates that assets not dedicated to an institution for perpetual care and not otherwise disposed of according to the articles of incorporation or bylaws shall be distributed to one or more domestic or foreign corporations, societies, or trusts that are described in Section 501(c)(3) of the Internal Revenue Code, or a governmental entity for a public purpose. This ensures that the remaining assets of a dissolved nonprofit continue to serve charitable or public purposes, aligning with the original intent of the organization. The distribution cannot be made to the members, directors, or officers of the corporation, as this would constitute an impermissible private inurement. Therefore, the most appropriate recipient for the remaining assets, in the absence of specific provisions in the articles or bylaws, would be another qualified charitable organization.

Utah law, specifically the Utah Revised Nonprofit Corporation Act (Title 16, Chapter 6a of the Utah Code), governs the dissolution of nonprofit corporations. When a nonprofit corporation dissolves, its assets must be distributed in accordance with its articles of incorporation and applicable law. Section 16-6a-1405 of the Utah Code outlines the order of distribution. First, liabilities and obligations of the corporation must be paid or provided for. This includes debts, contractual obligations, and any other claims against the corporation. Following the satisfaction of liabilities, any remaining assets are to be distributed to one or more qualified organizations or entities that are themselves tax-exempt under federal law, or to a governmental entity for a public purpose. This ensures that the assets of a dissolved nonprofit continue to serve a public or charitable purpose, aligning with the underlying principles of nonprofit existence. The articles of incorporation may specify particular organizations or types of organizations that should receive these residual assets, provided they meet the legal requirements for such distribution. Without specific provisions in the articles, the board of directors, or a court if necessary, will determine the recipients of the remaining assets, always prioritizing tax-exempt or public purpose entities.

The Utah Nonprofit Corporation Act, specifically Utah Code § 16-6a-1401, outlines the requirements for the dissolution of a nonprofit corporation. For a nonprofit corporation to voluntarily dissolve, a resolution to dissolve must be adopted by the board of trustees. Following board approval, the resolution must then be submitted to the members for approval. The Act specifies that unless the articles of incorporation or bylaws require a greater vote, the dissolution resolution requires approval by a majority of the votes cast by the members entitled to vote thereon at a meeting of members. If there are no members entitled to vote, or if members have no voting rights, the dissolution resolution must be approved by a majority of the trustees. The process involves filing a Certificate of Dissolution with the Lieutenant Governor after all affairs are wound up. The question focuses on the minimum required member approval for voluntary dissolution when the articles and bylaws are silent on the matter. Therefore, the standard majority of votes cast by members entitled to vote is the governing standard.

The Utah Nonprofit Corporation Act, specifically Utah Code Title 16, Chapter 6a, governs the formation, operation, and dissolution of nonprofit corporations in the state. When a nonprofit corporation in Utah wishes to change its name, the process involves amending its articles of incorporation. According to Utah Code Section 16-6a-1001, a corporation may amend its articles of incorporation by a resolution adopted by the board of directors. However, for fundamental changes such as altering the corporate name, the Act generally requires approval by the members or, if there are no members, by the directors. Utah Code Section 16-6a-1002 outlines the procedure for amendments, stating that an amendment must be adopted by the board of directors and, if the corporation has members entitled to vote on the amendment, by the members. For a name change, which is a significant alteration to the corporate identity, member approval is typically necessary unless the articles or bylaws specify otherwise and the change does not adversely affect the rights of any member. The amendment then needs to be filed with the Lieutenant Governor. The question asks about the proper method for a Utah nonprofit to change its name, implying the legal mechanism for such a change. The most comprehensive and legally sound approach involves board approval followed by member approval, if applicable, and then filing the amendment. Other options might involve less formal processes or bypass necessary approvals, making them incorrect under the Utah Nonprofit Corporation Act.

The scenario describes a nonprofit corporation in Utah that has received a substantial donation earmarked for a specific program. The board of directors, believing a different program would be more beneficial to the organization’s mission, wishes to reallocate these funds. Utah law, specifically the Utah Revised Nonprofit Corporation Act (URNC Act), governs such situations. Section 16-6a-1103 of the URNC Act addresses the use of restricted contributions. This section states that if a restriction on the use of a contribution is violated, the contribution is voidable by the donor. However, if the donor is unavailable or unable to act, the contribution becomes the property of the nonprofit corporation, to be used for its general purposes, unless the articles of incorporation or bylaws specify otherwise. In this case, the donation is restricted for a specific program. If the donor is no longer available or cannot be contacted to address the potential violation of the restriction, and assuming the articles of incorporation or bylaws do not contain provisions that would dictate a different outcome for such restricted funds, the funds would revert to the corporation for its general purposes. The act does not mandate a judicial proceeding to reclassify the funds in such a scenario; rather, it outlines the reversion of the property to the corporation for broader use. Therefore, the most accurate outcome, based on the URNC Act, is that the funds become the property of the nonprofit for its general purposes if the donor is unavailable.

The scenario describes a nonprofit organization in Utah that has received a substantial bequest from a deceased donor. The question revolves around the proper handling of such a bequest under Utah law, specifically concerning the organization’s governance and fiduciary duties. Utah Code Section 16-6a-1402 addresses the disposition of assets upon dissolution, but it is not directly relevant to the receipt of a bequest during ongoing operations. Similarly, Utah Code Section 16-6a-1401, concerning the distribution of assets upon dissolution, is also inapplicable here. The critical statute governing the receipt and management of assets, including bequests, by Utah nonprofit corporations is found within the general powers and limitations of such entities. While the Utah Revised Uniform Limited Liability Company Act might be relevant for LLCs, it does not apply to nonprofit corporations. The Utah Nonprofit Corporation Act, specifically the provisions dealing with corporate powers and governance, mandates that directors act in good faith and in a manner they reasonably believe to be in the best interests of the corporation. This includes prudently managing and utilizing donated assets in accordance with the organization’s mission and any donor-imposed restrictions. The board’s responsibility is to ensure the bequest is accounted for correctly and applied to the organization’s charitable purposes, potentially by establishing a restricted fund if the bequest specifies such a condition. The absence of a specific statutory provision for the *receipt* of bequests in the same way dissolution is detailed highlights the reliance on general corporate governance principles. Therefore, the board’s fiduciary duty to manage assets prudently and in furtherance of the organization’s mission is the governing principle.

Utah law, specifically the Utah Revised Nonprofit Corporation Act (URNC Act), outlines specific requirements for the dissolution of nonprofit corporations. A voluntary dissolution generally begins with a resolution adopted by the board of directors. This resolution must then be submitted to the members for approval, unless the articles of incorporation or bylaws specify a different approval process. For most nonprofit corporations, a majority vote of the members present at a meeting where a quorum is established, or a majority of all members if action is taken by written consent, is required for dissolution. Following member approval, the corporation must file a Certificate of Dissolution with the Lieutenant Governor’s office. Prior to filing, or concurrently with filing, the corporation must also wind up its affairs. This winding up process involves ceasing to conduct its business except as necessary for winding up, notifying creditors, collecting assets, paying liabilities, and distributing remaining assets. Crucially, Utah law mandates that after all liabilities are paid or provided for, any remaining assets must be distributed to one or more exempt organizations, as defined by Section 501(c)(3) of the Internal Revenue Code, or for other lawful purposes, as specified in the articles of incorporation or bylaws. A common error is to assume assets can be distributed to members or directors, which is prohibited for nonprofit entities. The process is designed to ensure that the assets of a dissolved nonprofit continue to serve charitable or public purposes, aligning with the organization’s original mission.

The Utah Revised Nonprofit Corporation Act, specifically Utah Code §16-6a-1301, outlines the procedures for a nonprofit corporation to dissolve voluntarily. For a nonprofit corporation that has not commenced its activities or has no debts or liabilities, dissolution can be authorized by a majority of the incorporators or directors. If the corporation has commenced its activities, dissolution requires authorization by the board of directors and then approval by a majority of the voting power of the members, or if there are no members, by a majority of the directors. The dissolution process involves filing Articles of Dissolution with the Lieutenant Governor, which must include a statement that the corporation has no debts or liabilities if that is the case, or a statement that all debts and liabilities have been paid or adequately provided for. The corporation must then wind up its affairs, which includes collecting assets, paying or providing for debts and liabilities, and distributing remaining assets to appropriate entities. The question focuses on the initial authorization step for a corporation that has commenced activities and has members. The scenario describes a nonprofit corporation that has commenced activities and has a defined membership. Therefore, the dissolution process must begin with the board of directors’ approval and then proceed to a member vote. A simple majority of the voting power of the members is required for approval.

The Utah Nonprofit Corporation Act, specifically Utah Code Title 16, Chapter 6, governs the operations of nonprofit corporations within the state. When a nonprofit corporation is dissolved, the distribution of its assets is a critical aspect of the winding-up process. Utah Code Section 16-6a-1405 outlines the procedures for asset distribution upon dissolution. This section mandates that after satisfying all liabilities and obligations of the corporation, any remaining assets must be distributed to one or more domestic or foreign corporations or entities organized and operated exclusively for charitable, religious, educational, scientific, or other purposes recognized as tax-exempt under federal law, specifically referencing Section 501(c)(3) of the Internal Revenue Code. This ensures that the assets continue to serve a public benefit purpose, aligning with the original mission of the nonprofit. Therefore, the assets would be distributed to a qualified 501(c)(3) organization.

The Utah Nonprofit Corporation Act, specifically Utah Code Title 16, Chapter 6, governs the dissolution of nonprofit corporations. A nonprofit corporation may dissolve voluntarily. The process typically involves the board of directors adopting a resolution recommending dissolution, followed by a vote of the members or shareholders, if applicable, to approve the dissolution. For corporations without members, the board’s approval is generally sufficient. After the approval, articles of dissolution must be filed with the Utah Division of Corporations and Commercial Code. This filing officially terminates the corporation’s existence. The Act also outlines procedures for involuntary dissolution, which can be initiated by the state or through court action under specific circumstances, such as failure to pay fees or engaging in illegal activities. However, the scenario presented focuses on a voluntary dissolution initiated by the corporation itself. The critical step for voluntary dissolution, as per Utah law, is the formal filing of the articles of dissolution with the state. This action legally concludes the corporate entity’s operational status.

Under Utah law, specifically the Utah Revised Nonprofit Corporation Act (URNC Act), a nonprofit corporation’s articles of incorporation are the foundational document that establishes its legal existence and purpose. Section 16-6a-202 of the URNC Act outlines the mandatory and permissive contents of articles of incorporation for nonprofit corporations. Mandatory provisions include the name of the corporation, the name and address of its registered agent in Utah, and the purpose for which the corporation is organized. The purpose clause is critical as it defines the scope of the corporation’s activities and its tax-exempt status. Permissive provisions can include details about membership, governance structure, and dissolution. When a nonprofit corporation wishes to amend its articles of incorporation, the URNC Act, in Section 16-6a-1001, specifies the process. Generally, an amendment must be adopted by the board of directors and then approved by the members, if the articles or bylaws provide for member voting on such matters. For corporations without members, or where the articles grant the board the power to amend, board approval alone may suffice. Following adoption, the corporation must file amended articles of incorporation with the Utah Lieutenant Governor’s office. This filing makes the amendments effective. The question tests the understanding of the fundamental requirement for amending articles of incorporation for a Utah nonprofit, which is the filing of amended articles with the state. This filing serves as the official notification and legal mechanism for the changes to take effect, ensuring public record and legal compliance. The URNC Act’s emphasis on the filing of amended articles signifies the state’s role in recognizing and formalizing changes to the corporate charter.

The Utah Nonprofit Corporation Act, specifically Utah Code Section 16-6a-1001, addresses the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed for exempt purposes. This means that any remaining property or funds after paying debts and liabilities cannot be distributed to members, directors, or officers. Instead, these assets must be transferred to another organization that is also dedicated to exempt purposes, as defined by the Internal Revenue Code, or to a public body for public use. The purpose of this provision is to ensure that assets dedicated to charitable or other exempt purposes continue to serve those purposes even after the original corporation ceases to exist. This is a fundamental principle of nonprofit law, preventing private inurement of charitable assets. The specific wording in the Act requires distribution to one or more “exempt organizations” or to a governmental entity for a public purpose.

The Utah Revised Nonprofit Corporation Act, specifically Utah Code § 16-6a-1001, addresses the dissolution of a nonprofit corporation. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with its articles of incorporation, bylaws, or a plan of dissolution. If these documents do not specify the distribution of remaining assets, Utah law mandates that such assets be distributed to one or more domestic or foreign corporations, societies, or organizations that are described in Section 501(c)(3) of the Internal Revenue Code, or to a governmental entity for a public purpose. This ensures that the assets of a dissolved nonprofit continue to serve charitable or public interests, preventing private inurement. In this scenario, the articles of incorporation are silent on asset distribution. Therefore, the remaining assets must be transferred to an organization that qualifies under IRC Section 501(c)(3) or a governmental body for a public purpose, aligning with the statutory requirements for the winding up of a dissolved nonprofit corporation in Utah.

The Utah Revised Nonprofit Corporation Act, specifically Utah Code Title 16, Chapter 6a, outlines the procedures for dissolving a nonprofit corporation. Dissolution can be voluntary or involuntary. In a voluntary dissolution initiated by the corporation, the process typically involves a resolution by the board of directors and approval by the members, if applicable. Following these internal approvals, the corporation must file a Certificate of Dissolution with the Lieutenant Governor. This certificate formally declares the corporation’s intent to dissolve. However, the dissolution process is not complete upon filing this certificate. The Act mandates that the corporation must then proceed to wind up its affairs. This winding up phase involves ceasing operations, collecting assets, paying or making provision for liabilities, and distributing any remaining assets. Crucially, if the nonprofit corporation has members, the distribution of remaining assets must adhere to the provisions in its articles of incorporation or bylaws, and in the absence of such provisions, Utah Code Section 16-6a-1405 dictates that remaining assets must be distributed to one or more domestic or foreign corporations or entities organized and operated exclusively for charitable or other purposes specified in the Utah Code, which are eligible to receive deductible contributions under federal tax law. This ensures that assets are not distributed to private individuals or for private benefit, maintaining the nonprofit character of the organization. Therefore, the correct course of action for a Utah nonprofit, upon filing a Certificate of Dissolution and completing its winding up, is to distribute its remaining assets in accordance with its governing documents and applicable Utah law to other qualified entities.

The Utah Revised Nonprofit Corporation Act, specifically Utah Code Section 16-6a-1102, addresses the process for a nonprofit corporation to dissolve voluntarily. This section outlines that a voluntary dissolution can be initiated by the corporation’s board of directors. The board must adopt a resolution recommending dissolution and then submit this resolution to the members for approval. For corporations with members, the resolution typically requires approval by a majority of the votes cast by members entitled to vote on the dissolution, unless the articles of incorporation or bylaws specify a higher voting threshold. If the corporation has no members, or if the members have no voting rights on dissolution, the board of directors alone can approve the dissolution, provided the articles of incorporation or bylaws permit this. Following member approval, or board approval in the absence of voting members, the corporation must file Articles of Dissolution with the Lieutenant Governor. The dissolution process also requires the corporation to cease conducting its activities, except as necessary to wind up its affairs, and to notify creditors. The correct procedure therefore involves board action followed by member approval, if applicable, before filing the necessary documentation.

The Utah Nonprofit Corporation Act, specifically Utah Code Section 16-6a-1201, addresses the dissolution of nonprofit corporations. A nonprofit corporation may be dissolved voluntarily by the action of its members or directors. For a corporation without members, dissolution typically requires a resolution adopted by the board of directors. The resolution must be adopted by at least two-thirds of the directors then in office. After the adoption of the dissolution resolution, the corporation must file articles of dissolution with the Lieutenant Governor. These articles must include specific information such as the name of the corporation, the date the dissolution resolution was adopted, and a statement that the resolution was adopted by the requisite vote of the directors. The Act also outlines procedures for winding up the affairs of the corporation, which includes collecting assets, paying liabilities, and distributing any remaining assets to designated beneficiaries, typically other tax-exempt organizations. The question hinges on the required director vote for voluntary dissolution when there are no members, which is a supermajority of two-thirds.

The Utah Nonprofit Corporation Act, specifically Utah Code Title 16, Chapter 6, addresses the governance and operational requirements for nonprofit corporations. When a nonprofit corporation in Utah wishes to dissolve, it must follow a specific statutory process to ensure that its assets are distributed appropriately and that its legal existence is properly terminated. This process typically involves a resolution by the board of directors, followed by a vote of the members or shareholders, if applicable. Crucially, upon dissolution, any remaining assets after the satisfaction of debts and liabilities must be distributed for purposes that are charitable, educational, religious, or scientific, consistent with the corporation’s original purpose and as outlined in its articles of incorporation or bylaws. This prohibition against distributing assets to individuals, other than for legitimate debts or as part of the dissolution process itself (e.g., to members if the articles permit and it’s not a public benefit corporation), is a fundamental principle of nonprofit law. Distributing assets to directors, officers, or members for personal gain would constitute an illegal private inurement, violating the core tenets of nonprofit status and the Utah Nonprofit Corporation Act. Therefore, any distribution of remaining assets must be to another qualified nonprofit organization or for a charitable purpose.

The Utah Nonprofit Corporation Act, specifically Utah Code Title 16, Chapter 6a, outlines the requirements for dissolving a nonprofit corporation. Section 16-6a-1401 addresses the filing of a statement of dissolution. For a nonprofit corporation that has ceased transacting business and has no debts or liabilities, the process involves adopting a resolution to dissolve. This resolution must be filed with the Lieutenant Governor. Following the adoption of the dissolution resolution, the corporation must wind up its affairs, which includes collecting assets, paying or providing for all known debts and liabilities, and distributing any remaining assets to an appropriate recipient as per its articles of incorporation or bylaws, or as determined by a court of competent jurisdiction if no such provision exists. The critical step after winding up is filing the statement of dissolution. This statement must include specific information, such as the date the dissolution resolution was adopted, a statement that the corporation has no debts or liabilities, or that adequate provision has been made for them, and a statement that the remaining assets have been distributed or will be distributed according to law. The Lieutenant Governor then files this statement, and the dissolution is effective upon filing. Therefore, the filing of the statement of dissolution with the Lieutenant Governor is the final administrative act that formally concludes the corporation’s existence as a legal entity.

The Utah Revised Nonprofit Corporation Act, specifically Utah Code § 16-6a-1001, addresses the dissolution of a nonprofit corporation. For a nonprofit corporation that has not commenced its activities or issued any shares, dissolution can be accomplished by the incorporators. The process requires the incorporators to file articles of dissolution with the Lieutenant Governor. These articles must contain specific information, including the name of the corporation, the date of incorporation, a statement that the corporation has not commenced its activities, and that no debt has been incurred. The Lieutenant Governor then issues a certificate of dissolution. This method is designed for entities that were formed but never became operational, thus avoiding the more complex dissolution procedures required for active corporations. The key is that no business activities or financial obligations have been undertaken by the corporation.

The Utah Nonprofit Corporation Act, specifically Utah Code § 16-6a-1401, addresses the dissolution of nonprofit corporations. A nonprofit corporation may be dissolved voluntarily by its members or directors. For a nonprofit corporation that has not commenced its activities or issued any memberships, dissolution can be authorized by a majority vote of the incorporators. If the corporation has commenced its activities, dissolution requires approval by the board of directors and, if the corporation has members, by the members. Specifically, Utah Code § 16-6a-1402 requires that a resolution to dissolve must be adopted by the board of directors and, if the corporation has members, by the members entitled to vote on the dissolution. The statute further specifies that for corporations with members, the members must approve the dissolution by a majority vote of all members entitled to vote on the matter, unless the articles of incorporation or bylaws require a greater proportion. The question focuses on a scenario where a nonprofit has commenced its activities, thus requiring member approval for dissolution if members exist. The absence of members simplifies the process to board approval only. Therefore, the board of directors’ resolution is the sole requirement for dissolution in this specific context.

In Utah, a nonprofit corporation seeking to amend its articles of incorporation must follow specific procedures outlined in the Utah Revised Nonprofit Corporation Act. The process generally involves a resolution by the board of directors, followed by a vote of the members, if the articles permit member voting on such matters, or if the amendment affects member rights. For amendments that alter fundamental aspects of the corporation, such as its purpose or the qualifications of its directors, a supermajority vote of the members present and voting at a duly called meeting is often required. Utah Code Section 16-6a-1007 specifically addresses amendments to articles of incorporation. It states that an amendment must be approved by the board and then submitted to the members for a vote at an annual or special meeting. If a class of members is entitled to vote separately on the amendment, that class also needs to approve it. The Act requires that the amendment be adopted by the board and then by the members entitled to vote on the amendment. Unless the articles of incorporation or bylaws require a greater number, a majority of the votes cast by the members entitled to vote on the amendment at a meeting at which a quorum is present is sufficient for adoption. However, certain fundamental changes, like altering the purpose or dissolving the corporation, might necessitate a higher threshold as stipulated by the Act or the corporation’s governing documents. The filing of a certificate of amendment with the Lieutenant Governor is the final step to make the amendment legally effective. The scenario presented involves a nonprofit corporation in Utah that wishes to change its stated purpose. This is a fundamental change. While the board can initiate the process, member approval is critical. The Utah Revised Nonprofit Corporation Act, specifically in Section 16-6a-1007, dictates the procedure for amending articles. This section requires approval by the board of directors and then by the members entitled to vote on the amendment. Unless the articles or bylaws specify a higher requirement, a majority of the votes cast by members entitled to vote on the amendment at a meeting where a quorum is present is generally sufficient. However, the question asks about the *initial* action required after the board approves the amendment. The board’s approval is the first step in the member approval process. The subsequent step is presenting the amendment to the members for their vote. Therefore, the board must adopt a resolution approving the amendment, and then this resolution must be presented to the members for their vote, as per Utah Code § 16-6a-1007. The question asks for the *next* step after the board approves the amendment, which is to submit it to the members.

The Utah Nonprofit Corporation Act, specifically Utah Code § 16-6a-1301, addresses the procedures for dissolution. When a nonprofit corporation is dissolved, its affairs must be wound up. This winding up process involves collecting assets, paying liabilities, and distributing remaining assets. The Act prioritizes the payment of debts and obligations. After all debts and liabilities are paid or adequately provided for, any remaining assets must be distributed to one or more recipients that qualify as exempt under Section 501(c)(3) of the Internal Revenue Code, or to a governmental entity for a public purpose, or to any other person or entity as directed by the court. The question asks about the distribution of remaining assets after dissolution and payment of liabilities. Therefore, the correct course of action is to distribute these assets to a qualified 501(c)(3) organization or a governmental entity. The other options describe actions that are either not permitted or not the primary directive for distributing remaining assets. For example, distributing to members is generally not allowed unless the organization’s articles specifically permit it and it’s not contrary to public policy, which is a secondary consideration after the primary charitable distribution. Distributing to the state of Utah without first attempting to find a qualified recipient or without a court order is not the standard procedure. Similarly, retaining the assets indefinitely is contrary to the winding-up process.

The scenario describes a situation where a Utah nonprofit corporation, established for charitable purposes, wishes to engage in activities that might be construed as political lobbying. Utah law, specifically the Utah Nonprofit Corporation Act (Title 16, Chapter 6a of the Utah Code), governs the operations of nonprofit corporations. While nonprofits are generally permitted to advocate for their cause, direct or indirect participation in political campaigns, including substantial lobbying efforts that go beyond mere informational dissemination, can jeopardize their tax-exempt status under federal law (Internal Revenue Code Section 501(c)(3)) and potentially violate state-specific regulations regarding nonprofit activities if not properly managed. The key distinction lies between permissible advocacy and prohibited political campaign intervention or excessive lobbying. The nonprofit’s articles of incorporation and bylaws may also contain provisions that restrict such activities. If the lobbying efforts are substantial and intended to influence legislation or public policy directly, the organization must carefully consider its reporting obligations and potential impact on its tax-exempt status. The Utah Nonprofit Corporation Act does not explicitly prohibit lobbying but requires adherence to broader principles of lawful operation and tax compliance, which are heavily influenced by federal tax law. Therefore, the most prudent course of action for the nonprofit, to maintain its charitable status and avoid legal complications, is to seek legal counsel to understand the specific limitations and requirements. This ensures that their advocacy activities remain within the bounds of permissible operations for a tax-exempt entity in Utah.