Indiana Code § 23-17-14-1 governs the dissolution of nonprofit corporations. This section outlines the procedures for voluntary dissolution initiated by the corporation itself. The process requires a resolution to be adopted by the board of directors, followed by approval from the members. Specifically, for corporations with members, the dissolution must be approved by at least two-thirds of the votes cast by members entitled to vote thereon at a meeting of members called for that purpose. If the corporation has no members or no members with voting rights, the dissolution must be approved by a majority of the directors. Following member approval, the corporation must file articles of dissolution with the Indiana Secretary of State. These articles must include specific information, such as the name of the corporation, the date of adoption of the dissolution resolution, and a statement that the resolution was approved by the requisite vote of the members or directors. The dissolution process also mandates that the corporation must cease conducting its activities, except those necessary for winding up its affairs, and must notify creditors.

The Indiana Not-for-Profit Corporation Act of 1991, specifically IC 23-7-1.1-17, governs the dissolution of nonprofit corporations. For a nonprofit to voluntarily dissolve, the Act outlines a specific procedural path. This path typically involves a resolution by the board of directors, followed by a vote of the members, if the corporation has members. The Act requires that the resolution for dissolution be adopted by the board of directors. Subsequently, if the corporation has members entitled to vote on dissolution, the resolution must be submitted to the members for approval. The minimum voting threshold for member approval is generally two-thirds of the votes cast by members entitled to vote thereon, unless the articles of incorporation or bylaws specify a different, higher threshold. The filing of Articles of Dissolution with the Indiana Secretary of State is the final step to legally effectuate the dissolution. The explanation of the scenario focuses on the requirement for member approval following board action, which is a cornerstone of corporate governance in Indiana for nonprofits with a membership structure. The scenario implies that the board has already taken action, and the question probes the subsequent necessary step for member-involved dissolution.

Indiana Code § 23-17-17-2 governs the dissolution of nonprofit corporations. It outlines the process for voluntary dissolution, which typically involves a resolution by the board of directors and approval by the members. Following the adoption of a dissolution resolution, the corporation must cease its activities except as necessary to wind up its affairs. This winding up process includes collecting assets, paying liabilities, and distributing remaining assets. Specifically, Indiana law mandates that upon dissolution, any assets remaining after the satisfaction of liabilities and obligations must be distributed to one or more domestic or foreign corporations or entities exempt under Section 501(c)(3) of the Internal Revenue Code, or to the state or local government for a public purpose, or to any other person as the court may direct. The intent is to ensure that the nonprofit’s assets are used for charitable or public purposes, preventing private inurement. The dissolution resolution itself does not automatically transfer assets; a formal winding-up process is required. The filing of articles of dissolution with the Indiana Secretary of State is the final step in the legal dissolution process, but the winding-up of affairs must be completed prior to or concurrently with this filing.

The Indiana Nonprofit Corporation Act of 1991, specifically IC 23-17-16-3, outlines the procedures for dissolution. When a nonprofit corporation intends to dissolve voluntarily, the process requires a resolution adopted by the board of directors. This resolution must then be submitted to the members for approval. For a resolution to be adopted by the members, it typically requires a majority vote of the members entitled to vote on the matter, unless the articles of incorporation or bylaws specify a higher voting threshold. Upon member approval, the corporation must file a certificate of dissolution with the Indiana Secretary of State. This certificate must contain specific information, including the date the member resolution was adopted and a statement that the resolution was adopted in accordance with the Act, the articles, and the bylaws. The question asks about the initial step after the board’s decision to dissolve. The board’s resolution is the foundational decision, but it is not the final step for voluntary dissolution. Filing with the Secretary of State occurs after member approval. Notifying creditors is a crucial step during the winding-up process, but it follows the formal dissolution authorization. Therefore, the immediate next action required by the Act, after the board’s resolution, is to submit that resolution to the members for their vote.

In Indiana, the dissolution of a nonprofit corporation requires a specific process to ensure that assets are distributed according to the organization’s purposes and to satisfy creditors. Indiana Code § 23-17-16-1 outlines the general procedures for dissolution. For a nonprofit corporation that has not commenced its activities, dissolution can be authorized by a majority of the initial directors or incorporators. If activities have commenced, dissolution must be authorized by the board of directors and then approved by a majority of the members entitled to vote on dissolution, or if there are no members or no provision for voting, by a majority of the directors. Following the authorization of dissolution, the corporation must cease to conduct its activities except those necessary for winding up. A certificate of dissolution must be filed with the Indiana Secretary of State, as per Indiana Code § 23-17-16-2. The winding-up process involves collecting assets, paying or making provision for the payment of all liabilities, and distributing any remaining assets. Crucially, under Indiana Code § 23-17-16-6, any remaining assets must be distributed for one or more exempt purposes specified in the articles of incorporation or bylaws, or if those are insufficient or nonexistent, to any other person or entity that is a qualified tax-exempt organization under federal or Indiana law. This ensures that the assets of a dissolved nonprofit continue to serve charitable or public purposes and do not inure to the benefit of private individuals.

The Indiana Not-for-Profit Corporation Act of 1991, specifically Indiana Code § 23-17-15-1, governs the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved voluntarily, the process involves several steps. First, a resolution of dissolution must be adopted by the board of directors and then approved by the members, unless the articles of incorporation specify a different method. Following the adoption of the resolution, the corporation must file Articles of Dissolution with the Indiana Secretary of State. This filing officially commences the dissolution process. After filing, the corporation must cease conducting its activities except as necessary to wind up its affairs. This winding up process includes notifying creditors, collecting assets, and liquidating property. Crucially, any remaining assets after paying debts and liabilities must be distributed to one or more domestic or foreign corporations or not-for-profit corporations, or to any other person or persons, to which they are to be distributed in accordance with the corporation’s articles of incorporation or bylaws. If the articles and bylaws do not specify a recipient, the assets must be distributed for a charitable purpose, which is a fundamental principle of nonprofit law to ensure that the organization’s assets continue to serve a public benefit. The final step involves filing a final certificate of dissolution or a statement of completion with the Secretary of State, confirming that the winding up process is complete.

The Indiana Nonprofit Corporation Act of 1991, specifically under IC 23-17, governs the dissolution of nonprofit corporations. When a nonprofit corporation in Indiana is dissolved, its assets must be distributed in accordance with its articles of incorporation or bylaws. If these documents do not specify a distribution plan, or if the plan is ineffective, the assets must be distributed to one or more domestic or foreign corporations or not-for-profit entities that are qualified to conduct affairs in Indiana and whose purposes are compatible with the dissolved corporation’s purposes. This compatibility is a key factor in determining the appropriate recipient. The process generally involves winding up the corporation’s affairs, paying off debts and liabilities, and then distributing any remaining assets to eligible entities. A primary consideration for the court, if it oversees the dissolution, is to ensure that the remaining assets are used for purposes consistent with the original charitable or public benefit mission of the dissolved entity. This aligns with the general principles of cy pres in charitable trusts, although the statute outlines the specific distribution requirements for nonprofit corporations. The Indiana Secretary of State plays a role in the administrative dissolution process, but the distribution of assets, especially in contested or complex cases, often involves judicial oversight. The core principle is that assets dedicated to public or charitable purposes should continue to serve similar purposes.

The Indiana Nonprofit Corporation Act of 1991, specifically Indiana Code § 23-17-14-2, addresses the dissolution of a nonprofit corporation. When a nonprofit corporation is dissolved, its assets remaining after the satisfaction of liabilities and obligations must be distributed for one or more exempt purposes. This means that the assets cannot be distributed to members, directors, officers, or any private individuals. Instead, they must be transferred to another organization that is also dedicated to exempt purposes, typically one that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code, or to a governmental entity for a public purpose. This principle is known as the “dissolution for charitable purposes” or “cy pres” doctrine in a broader sense, ensuring that the original charitable intent of the corporation is continued. The Act requires the board of directors to adopt a plan of dissolution, which then typically needs approval from the members, unless the articles of incorporation or bylaws specify otherwise. The plan must detail how assets will be distributed to qualified recipients.

Indiana Code § 23-17-16-1 governs the dissolution of nonprofit corporations. When a nonprofit corporation dissolves, its assets must be distributed in accordance with its articles of incorporation or bylaws. If these documents do not specify a recipient, or if the specified recipient cannot be identified or located, the assets must be distributed to one or more organizations that are described in Section 501(c)(3) of the Internal Revenue Code and that serve a charitable purpose similar to the dissolved corporation’s purpose. This ensures that the assets continue to be used for charitable endeavors. Failure to follow this procedure can lead to legal challenges and improper disposition of assets. The Indiana Code prioritizes the intent of the founders and the public benefit derived from the nonprofit’s activities. Therefore, the distribution is not arbitrary but guided by the corporation’s original mission and the broader charitable landscape in Indiana.

Indiana law, specifically the Indiana Nonprofit Corporation Act of 1991 (as amended), governs the dissolution of nonprofit corporations. When a nonprofit corporation voluntarily dissolves, the process involves several steps to ensure that its assets are distributed appropriately and that its legal existence is properly terminated. The Act mandates that after all debts and liabilities have been paid or adequately provided for, any remaining assets must be distributed for one or more exempt purposes. This means assets cannot be distributed to members, directors, or officers. Instead, they must be distributed to another nonprofit organization that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code, or to a governmental unit for a public purpose. This principle is often referred to as the “trust fund doctrine” or “cy pres” in a broader sense, ensuring that the charitable intent of the original donors is honored even after the dissolution of the specific entity. The Articles of Dissolution must be filed with the Indiana Secretary of State to formally complete the dissolution process.

The Indiana Nonprofit Corporation Act of 1991, specifically Indiana Code § 23-17-16-1, outlines the grounds for judicial dissolution of a nonprofit corporation. This section provides that a court may dissolve a corporation in a proceeding brought by a member or director if it is established that the corporation is unable to carry out its purposes. This inability can stem from various factors, including internal dissension, deadlock in management, or the corporation’s financial insolvency, which prevents it from fulfilling its stated mission. While private benefit is generally prohibited for public charities, and improper private benefit can lead to loss of tax-exempt status, it is not the direct statutory ground for *judicial dissolution* under this specific section of the Indiana Code. Similarly, failure to file annual reports with the Secretary of State is typically grounds for administrative dissolution by the state, not judicial dissolution initiated by a member or director based on the corporation’s inability to function. A conflict of interest among board members, while a serious governance issue, does not automatically equate to the corporation’s inability to carry out its purposes under this statute, though it could contribute to such an inability. Therefore, the most direct and encompassing statutory basis for judicial dissolution initiated by a member or director, based on the corporation’s operational capacity, is its inability to carry out its purposes.

The Indiana Not-For-Profit Corporation Act of 1991, specifically Indiana Code § 23-17-15-1, outlines the procedures for a nonprofit corporation to dissolve. For voluntary dissolution initiated by the corporation, the process generally involves a resolution adopted by the board of directors, followed by a vote of the members. If the corporation has no members, or if the articles of incorporation or bylaws do not specify a member vote, the board of directors can adopt a resolution to dissolve. This resolution must then be filed with the Indiana Secretary of State. The dissolution process itself involves winding up the corporation’s affairs, which includes ceasing operations, collecting assets, paying liabilities, and distributing any remaining assets to appropriate recipients, typically other 501(c)(3) organizations, as per the articles of incorporation or bylaws, or as determined by a court. The question asks about the *initial* step a nonprofit with no members would take to voluntarily dissolve. In such a case, the board of directors holds the authority to initiate the dissolution process. Therefore, the first formal action required is the adoption of a resolution by the board of directors.

The Indiana Nonprofit Corporation Act of 1991, specifically Indiana Code Title 23, Article 17, governs the operation of nonprofit corporations in Indiana. When a nonprofit corporation in Indiana intends to dissolve, it must follow a specific statutory process. This process generally involves a resolution of dissolution adopted by the board of directors, followed by approval by the members if the articles of incorporation or bylaws require it for dissolution. After the dissolution is authorized, the corporation must cease conducting its business except as necessary to wind up its affairs. This winding up includes collecting assets, paying liabilities, and distributing remaining assets to designated recipients. Indiana Code § 23-17-15-3 outlines the procedure for winding up and dissolution. A crucial step in this process, as per Indiana Code § 23-17-15-5, is the filing of a Certificate of Dissolution with the Indiana Secretary of State. This certificate must contain specific information, including the name of the corporation, the date the dissolution was authorized, and a statement that the corporation has wound up its affairs. The dissolution is effective upon the filing of this certificate, or at a later date specified in the certificate. Therefore, the final legal act to effectuate dissolution is the filing of the Certificate of Dissolution with the Secretary of State.

The Indiana Nonprofit Corporation Act of 1991, specifically Indiana Code § 23-17-16-1, governs the dissolution of nonprofit corporations. When a nonprofit corporation voluntarily dissolves, it must follow a specific procedure to wind up its affairs. This procedure involves ceasing to conduct its business, except as necessary for winding up, notifying creditors of the dissolution, and collecting its assets. Crucially, after paying or making provision for all liabilities, any remaining assets must be distributed to one or more domestic or foreign corporations or foundations that are organized and operated exclusively for charitable, educational, religious, or scientific purposes, or for the prevention of cruelty to children or animals, or for other purposes that would qualify for tax exemption under Indiana law or federal law. This ensures that the assets of a dissolved nonprofit continue to serve a public benefit, aligning with the original purpose for which the organization was established and granted tax-exempt status. Failure to distribute assets in this manner can lead to penalties and legal challenges. The question tests the understanding of the proper disposition of assets upon dissolution under Indiana law.

The Indiana Nonprofit Corporation Act of 1991, specifically Indiana Code § 23-17-16-1, outlines the dissolution process for nonprofit corporations. When a nonprofit corporation intends to dissolve voluntarily, the board of directors must adopt a resolution recommending dissolution. This resolution then requires approval by the members. For corporations with no members, or where the articles of incorporation or bylaws do not specify member approval, the resolution can be adopted by the board of directors alone. However, if members exist and their approval is required, the Act mandates that the resolution be adopted by at least two-thirds of the votes cast by the members entitled to vote thereon at a members’ meeting. Alternatively, if the articles or bylaws permit, a written consent of members representing at least two-thirds of the voting power may suffice. Following member approval, the corporation must file articles of dissolution with the Indiana Secretary of State, which should include a statement that the dissolution was authorized in accordance with the Act. This filing officially marks the commencement of the dissolution process, after which the corporation must wind up its affairs, including settling debts and distributing remaining assets to eligible recipients as per its articles or the law. The question hinges on the specific requirement for member approval in Indiana when the articles are silent on the matter, and the board seeks dissolution. In such cases, the Act presumes a need for member consent, and the default voting threshold for member approval of dissolution is two-thirds of the votes cast by members entitled to vote.

The Indiana Nonprofit Corporation Act of 1991, specifically IC 23-17-18-1, outlines the procedures for a nonprofit corporation to dissolve. Voluntary dissolution requires a resolution approved by the board of directors and then by the members. If the corporation has members, the dissolution resolution must be adopted by a majority of the votes cast by members entitled to vote thereon at a meeting of members. If the corporation has no members or no members are entitled to vote thereon, the resolution must be adopted by the board of directors. Following adoption, the corporation must file articles of dissolution with the Indiana Secretary of State. The process also involves winding up the affairs of the corporation, which includes paying or providing for the satisfaction of all debts and liabilities, and distributing any remaining assets in accordance with the articles of incorporation or the Act. The question focuses on the member approval threshold for voluntary dissolution when a nonprofit has members. The Act mandates a majority of votes cast by members entitled to vote, not a majority of all members or a supermajority unless specified in the articles or bylaws. Therefore, a simple majority of votes cast by eligible members is the standard.

The Indiana Nonprofit Corporation Act of 1991, as amended, governs the formation, governance, and dissolution of nonprofit corporations in Indiana. When a nonprofit corporation in Indiana is dissolved, the distribution of its assets is strictly regulated. The law mandates that after paying or making provision for all liabilities and obligations, any remaining assets must be distributed for one or more exempt purposes. This means that assets cannot be distributed to members, directors, officers, or any private individual. Instead, they must be given to another organization that qualifies as exempt under federal tax law (such as a 501(c)(3) organization) or for a charitable, religious, educational, or public purpose recognized under Indiana law. The specific recipient must be identified in the articles of dissolution or by the board of directors if the articles do not specify. Failure to comply with these distribution requirements can lead to penalties and invalidation of the dissolution.

The Indiana Nonprofit Corporation Act of 1991, specifically Indiana Code § 23-17-14-1, governs the dissolution of nonprofit corporations. A nonprofit corporation may be dissolved voluntarily by its members or directors. For a dissolution initiated by the board of directors without member approval, the Act requires a resolution of the board of directors to be adopted. Following board approval, notice of the proposed dissolution must be given to all members entitled to vote on dissolution. If the corporation has no members, or if the members have no voting rights, the dissolution resolution adopted by the board of directors is sufficient. However, if members do have voting rights, the resolution must be submitted to the members for their approval. The Act specifies that a majority of the votes cast by the members entitled to vote is generally required for approval, unless the articles of incorporation or bylaws require a greater number. After the members approve the dissolution, or if member approval is not required, the corporation must file Articles of Dissolution with the Indiana Secretary of State. The process of winding up affairs, including settling debts and distributing assets, must then commence. The question revolves around the initial step for a board-initiated dissolution when members possess voting rights. The critical element is that the board’s resolution alone is insufficient to effect dissolution when members have voting rights; member approval is a mandatory subsequent step. Therefore, the board’s resolution is the preliminary action, but it does not finalize the dissolution without member ratification.

The Indiana Nonprofit Corporation Act of 1991, specifically IC 23-17-15-1, governs the dissolution of nonprofit corporations. When a nonprofit corporation in Indiana is dissolved, its assets must be distributed for exempt purposes. This means that after paying or making provision for all liabilities, any remaining assets must be distributed to one or more exempt organizations or for one or more exempt purposes. An organization qualifies as exempt if it is described in Section 501(c)(3) of the Internal Revenue Code or a similar provision, or if its assets are dedicated to charitable, religious, educational, or public purposes. Distributing assets to members, directors, or officers, unless they are also designated as recipients of an exempt purpose (e.g., a director who is also a beneficiary of a charitable trust), is generally prohibited and would violate the nonprofit’s charter and state law. The distribution must be to a qualifying entity or purpose that aligns with the nonprofit’s original mission or a successor mission that is also for exempt purposes. This ensures that the public benefit intended by the nonprofit’s creation continues after its dissolution.

The scenario involves a nonprofit organization in Indiana that received a grant with specific restrictions on its use. The organization subsequently engaged in activities that deviated from these restrictions, leading to a potential breach of the grant agreement. Indiana law, particularly concerning nonprofit corporations and charitable trusts, governs the use of restricted funds. When a nonprofit receives funds designated for a particular purpose, it has a fiduciary duty to adhere to those restrictions. Failure to do so can result in several consequences, including the potential requirement to return the funds to the grantor, legal action by the grantor to enforce the terms of the grant, or even a court-ordered cy pres proceeding if the original purpose has become impracticable or impossible. The Indiana Code does not automatically permit a nonprofit to unilaterally reallocate restricted funds to different programs, even if the new programs are aligned with the organization’s overall mission. Such reallocation typically requires the consent of the grantor or a court order, particularly if the original purpose can no longer be fulfilled. Therefore, the most appropriate legal recourse for the grantor, or the consequence for the nonprofit if the grantor pursues legal action, is the return of the funds. This is because the funds were provided for a specific, restricted purpose, and that purpose was not met. The Indiana Code, specifically provisions related to charitable assets and fiduciary duties, emphasizes the importance of honoring donor intent and grant restrictions. The organization’s belief that the new programs were more impactful does not override the legal obligations associated with the restricted grant. The Indiana Attorney General also has oversight of charitable organizations and could potentially intervene if the misuse of funds constitutes a breach of trust. However, the immediate and direct consequence stemming from the breach of the grant agreement itself is the obligation to return the unexpended or improperly expended restricted funds.

The Indiana Nonprofit Corporation Act of 1991, specifically addressing the dissolution of a nonprofit corporation, outlines a two-step process for voluntary dissolution. First, a resolution for dissolution must be adopted by the board of directors. Following board approval, this resolution must be submitted to the members for their vote. For the dissolution to be effective, the resolution typically requires approval by a majority of the votes cast by members entitled to vote on the matter, unless the articles of incorporation or bylaws specify a higher voting threshold. After member approval, the corporation must file a Certificate of Dissolution with the Indiana Secretary of State. This certificate formally declares the corporation’s intent to dissolve and initiates the winding-up process. The winding-up process involves ceasing normal operations, collecting assets, paying liabilities, and distributing any remaining assets to designated beneficiaries, usually other tax-exempt organizations. The question tests the understanding of the necessary steps and approvals required for a nonprofit to legally dissolve under Indiana law. The correct sequence involves board action, member approval, and then filing the official document.

The Indiana Code, specifically IC 23-17-14-1, governs the dissolution of nonprofit corporations. When a nonprofit corporation dissolves, its assets must be distributed in accordance with its articles of incorporation, bylaws, or, if neither specifies, to a recipient that qualifies as an exempt organization under federal tax law, such as a 501(c)(3) organization. This ensures that the charitable purpose for which the nonprofit was established continues to be served, preventing private inurement. The process typically involves a resolution by the board of directors, followed by a vote of the members if required by the articles or bylaws. After satisfying all debts and liabilities, the remaining assets are distributed. If the articles or bylaws are silent, the Indiana Code provides a default mechanism for distribution to a qualified exempt organization. This principle is fundamental to maintaining the integrity of the nonprofit sector and upholding the public trust.

The Indiana Nonprofit Corporation Act of 1991, specifically Indiana Code § 23-17-17-1, outlines the requirements for dissolving a nonprofit corporation. For a dissolution initiated by the board of directors and members, the process typically involves adopting a resolution of dissolution, followed by a vote of the members. If the corporation has no members, or if the articles of incorporation or bylaws do not specify a member vote for dissolution, the board of directors alone can adopt the resolution. However, the Act also provides for dissolution by decree of the circuit court or by the Attorney General under certain circumstances, such as fraud or abuse of authority. In the scenario presented, the corporation’s articles of incorporation are silent on member voting for dissolution. This means the board of directors has the authority to initiate the dissolution process by adopting a resolution. Following this, the resolution must be filed with the Indiana Secretary of State. The subsequent steps involve winding up the corporation’s affairs, which includes paying debts, distributing assets to qualifying organizations, and filing a final report. The question tests the understanding of the internal governance procedures for dissolution when the governing documents are silent, referencing the specific statutory provisions that grant authority to the board in such instances, and the subsequent administrative filing requirement with the state. The critical element is the board’s authority in the absence of member voting provisions in the articles or bylaws, and the mandatory filing with the Secretary of State to effectuate the dissolution commencement.

The Indiana Nonprofit Corporation Act of 1991, specifically under IC 23-17-16-1, outlines the grounds for dissolution of a nonprofit corporation. This section provides that a corporation may be dissolved voluntarily by its incorporators or directors, or by its members. For a voluntary dissolution initiated by the board of directors, a resolution must be adopted by the board. Subsequently, this resolution must be submitted to the members for approval. The Act mandates that for a dissolution to be effective, it requires the affirmative vote of a majority of the members present and voting at a meeting where a quorum is present, or by written consent of all members entitled to vote, unless the articles of incorporation or bylaws prescribe a higher voting threshold. Therefore, when a nonprofit corporation in Indiana is dissolved voluntarily by its members, the critical procedural step involves a formal vote of the membership, reflecting the democratic governance principles inherent in nonprofit structures. The articles of incorporation or bylaws may specify a higher voting requirement, but a simple majority of those voting on a quorum is the baseline.

The Indiana Nonprofit Corporation Act of 1991, specifically Indiana Code § 23-17-16-1, outlines the requirements for a nonprofit corporation to dissolve voluntarily. A voluntary dissolution typically requires a resolution adopted by the board of directors and, in most cases, approval by the members. For corporations that have members, the Act generally mandates that the board of directors adopt a resolution recommending dissolution, which must then be submitted to the members for approval. Unless the articles of incorporation or bylaws specify a greater vote, a majority of the votes cast by the members entitled to vote on the matter is sufficient for approval. Following member approval, the corporation must file a Certificate of Dissolution with the Indiana Secretary of State. The process also involves winding up the corporation’s affairs, which includes settling debts, distributing assets to other qualified organizations, and ceasing all business operations except those necessary for winding up. The scenario presented describes a situation where the board of directors has initiated the dissolution process. However, without explicit mention of member approval, or a specific provision in the articles of incorporation or bylaws allowing for dissolution solely by the board in this context, the board’s action alone is insufficient to legally effectuate dissolution under Indiana law. The critical missing step is the member vote, assuming the corporation has members. If the corporation is a non-member entity, the articles of incorporation or bylaws would dictate the dissolution process, which might indeed be solely by the board. However, the question implies a standard nonprofit structure, making member approval a likely requirement. Therefore, the board’s resolution, while a necessary first step, is not the final determinant of dissolution without the subsequent member consent or a clear exception in the governing documents.

The Indiana Not-For-Profit Corporation Act of 1991, specifically IC 23-17, governs the dissolution of nonprofit corporations in Indiana. When a nonprofit corporation intends to dissolve voluntarily, the process involves several key steps to ensure proper winding up of affairs and distribution of assets. The initial step requires the board of directors to adopt a resolution recommending dissolution. This resolution must then be submitted to the members for approval. For a voluntary dissolution to be effective, the Act generally requires approval by a majority of the votes cast by members entitled to vote on the matter at a meeting where a quorum is present, or by a greater percentage if specified in the articles of incorporation or bylaws. Following member approval, the corporation must file Articles of Dissolution with the Indiana Secretary of State. Before or concurrently with filing the Articles of Dissolution, the corporation must cease conducting its activities except as necessary for winding up. It must notify creditors and take steps to wind up its affairs, which includes collecting assets, paying liabilities, and distributing remaining assets in accordance with the Act and its articles of incorporation. Specifically, Indiana law mandates that upon dissolution, assets not otherwise disposed of by the articles of incorporation or bylaws must be distributed to one or more domestic or foreign corporations or not-for-profit corporations or organizations that are qualified to receive them, such as those organized for charitable, educational, religious, or scientific purposes. The articles of dissolution are the formal document that signals the state that the corporation is dissolving. The filing of the Articles of Dissolution with the Secretary of State is the legal act that formally commences the dissolution process from the state’s perspective, although internal approvals must precede this.

The Indiana Nonprofit Corporation Act of 1991, specifically under IC 23-17-15-1, 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 requires a resolution adopted by a majority of the directors then in office, followed by filing a certificate of dissolution with the Secretary of State. If the corporation has commenced activities and has members, dissolution typically requires approval by a majority of the members present and voting at a meeting where a quorum is present, or by a greater percentage as specified in the articles of incorporation or bylaws. The dissolution process involves winding up the corporation’s affairs, which includes ceasing business operations, collecting assets, paying debts and liabilities, and distributing remaining assets to designated beneficiaries, usually other tax-exempt organizations, in accordance with the articles of incorporation or applicable law. The certificate of dissolution must contain specific information as mandated by the statute, including the corporation’s name, the date of adoption of the dissolution resolution, and a statement that the resolution was adopted in compliance with the Act. Filing this certificate with the Indiana Secretary of State is the formal step that officially terminates the corporation’s existence.

The Indiana Nonprofit Corporation Act of 1991, specifically Indiana Code § 23-17-16-1, governs the dissolution of nonprofit corporations. For a nonprofit corporation to voluntarily dissolve, the Act requires a resolution to be adopted by the board of directors. Following board approval, this resolution must then be submitted to the members for a vote. The threshold for member approval of dissolution is typically two-thirds of the votes cast by members entitled to vote on the matter, unless the articles of incorporation or bylaws specify a different, higher voting threshold. Once approved by the members, the corporation must file a certificate of dissolution with the Indiana Secretary of State. This certificate formally initiates the dissolution process, which includes winding up the affairs of the corporation, paying debts, and distributing remaining assets in accordance with the articles of incorporation, bylaws, or Indiana law, which generally mandates distribution to other qualified nonprofit organizations.

The Indiana Nonprofit Corporation Act of 1991, specifically Indiana Code § 23-17-16-1, outlines the procedures for a nonprofit corporation to merge with another entity. When a domestic nonprofit corporation proposes a merger, the board of directors must adopt a resolution approving the plan of merger. This plan must include specific details such as the names of the merging entities, the terms and conditions of the merger, and how the merger will be effected. Following board approval, the plan of merger must be submitted to the members for their vote. Indiana Code § 23-17-16-2 mandates that, unless the articles of incorporation or bylaws specify a greater proportion, a merger requires the affirmative vote of two-thirds of the votes cast by members entitled to vote on the merger. This high voting threshold ensures significant member consensus for such a fundamental corporate action. After member approval, the surviving or new corporation must file articles of merger with the Indiana Secretary of State, as stipulated in Indiana Code § 23-17-16-3, to make the merger legally effective. Therefore, the correct sequence involves board approval, member approval by a two-thirds majority of votes cast, and finally, filing articles of merger.

The scenario presented involves a nonprofit organization in Indiana that has received a significant bequest from a donor. The question pertains to the proper handling of this bequest in relation to Indiana’s specific nonprofit corporation laws, particularly concerning donor restrictions and the organization’s fiduciary duties. Indiana Code § 23-7-1.7-11 addresses the disposition of assets upon dissolution, but the core issue here is the management of restricted funds during the organization’s active operation. When a donor imposes restrictions on a gift, the nonprofit is legally bound to honor those restrictions. This means the funds cannot be used for purposes other than those specified by the donor. Indiana law, like that in most states, upholds the principle of donor intent. If the bequest was for a specific program, the organization must segregate these funds and use them solely for that program. Failure to do so could be considered a breach of trust and a violation of Indiana’s Nonprofit Corporation Act. The organization’s board of directors has a fiduciary duty to ensure that all assets, especially restricted ones, are managed in accordance with donor intent and applicable law. Therefore, the organization must maintain separate accounting for the restricted bequest and ensure its use aligns precisely with the donor’s stated purpose, without commingling it with general operating funds or using it for unrelated activities.