16-6a-1404 - Revocation of dissolution.
16-6a-1404. Revocation of dissolution.
(1) A nonprofit corporation may revoke its dissolution within 120 days after the effectivedate of the dissolution.
(2) (a) Except as provided in Subsection (2)(b), revocation of dissolution shall beauthorized in the same manner as the dissolution was authorized.
(b) The board of directors may revoke the dissolution without member action if:
(i) the dissolution is authorized pursuant to Section 16-6a-1402; and
(ii) the authorization permitted revocation by action of the board of directors alone.
(3) (a) After the revocation of dissolution is authorized, the nonprofit corporation mayrevoke the dissolution by delivering to the division for filing, within 120 days after the effectivedate of dissolution:
(i) articles of revocation of dissolution; and
(ii) a copy of its articles of dissolution.
(b) The articles of revocation of dissolution shall set forth:
(i) the name of the nonprofit corporation;
(ii) the effective date of the dissolution that was revoked;
(iii) the date that the revocation of dissolution was authorized;
(iv) if, pursuant to Subsection (2), the directors or the incorporators revoked a dissolutionauthorized under Section 16-6a-1401, a statement that the revocation of dissolution wasauthorized by the directors or the incorporators, as the case may be;
(v) if, pursuant to Subsection (2), the directors revoked a dissolution approved by themembers, a statement that the revocation was permitted by action of the directors pursuant to thatapproval; and
(vi) if the revocation of dissolution was approved pursuant to Subsection (2) by themembers, a statement that the number of votes cast for revocation of dissolution by each votinggroup entitled to vote separately on the proposal to dissolve was sufficient for approval by thatvoting group.
(4) (a) Revocation of dissolution is effective as provided in Subsection 16-6a-108(1).
(b) A delayed effective date may not be specified pursuant to Subsection 16-6a-108(2).
(5) When the revocation of dissolution is effective:
(a) the revocation relates back to and takes effect as of the effective date of thedissolution; and
(b) the nonprofit corporation may carry on its activities and use its corporate name as ifdissolution had never occurred.
Enacted by Chapter 300, 2000 General Session