§36-13-26. 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:
(1) 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) To another entity or person with similar nonprofit purposes, if required by law other than this article;
(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 §36-8-1 et seq. of this code.
(2) May:
(A) Authorize an administrator to wind up the nonprofit association in accordance with §36-13-20 of this code. 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.
(3) 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 knowing violation of the law.
