Title 17 Corporations, Partnerships and Associations

17-32-126. Winding up; termination.

(a) A dissolved decentralized unincorporated nonprofit association shall wind up its operations and the decentralized unincorporated nonprofit association shall continue after dissolution only for the purpose of winding up. (b) In winding up a decentralized unincorporated nonprofit association, the members: (i) Shall discharge the decentralized unincorporated nonprofit association's debts, obligations and other liabilities, settle and close the decentralized unincorporated nonprofit association's business and distribute any remaining property: (A) As required by state law other than this chapter or federal law requiring assets of a decentralized unincorporated nonprofit association to be distributed to another entity or person with similar nonprofit purposes; (B) In accordance with the decentralized unincorporated nonprofit association's governing principles. In the absence of applicable governing principles, to the current members of the decentralized unincorporated nonprofit association in proportion to their membership interests; or (C) If neither subparagraph (A) or (B) of this paragraph applies, in accordance with the law of unclaimed property contained in W.S. 34-24-101 through 34-24-140. (ii) May: (A) Authorize an administrator to wind up the decentralized unincorporated nonprofit association in accordance with W.S. 17-32-120. Any administrator so authorized shall owe the decentralized unincorporated nonprofit association a duty of care in the conduct or winding up of the decentralized unincorporated nonprofit association to refrain from grossly negligent or reckless conduct, willful or intentional misconduct or a knowing violation of the law; (B) Preserve the decentralized unincorporated 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 decentralized unincorporated nonprofit association's property; (E) Settle disputes by mediation or arbitration; (F) Perform other acts necessary or appropriate to the winding up. (iii) If the members of a decentralized unincorporated nonprofit association do not appoint an administrator or administrators to wind up the decentralized unincorporated nonprofit association, the members shall owe the decentralized unincorporated nonprofit association a duty of care in the conduct or winding up of the decentralized unincorporated 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.