[{"id":"c8197a4e-4fef-4934-a3ca-9d336b26edcf","order":1,"text":"PLAN OF DISSOLUTION","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"0","cflou":false,"active":true},{"id":"a27d5678-9601-4add-853f-d5bd53c291d5","order":2,"text":"AND DISTRIBUTION OF ASSETS","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7604385b-ca03-416a-99cc-33f25b5d7d33","order":3,"text":"OF","fontSize":"16","textAlign":"center","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"94e005c0-f013-4242-b5bb-53908b18daf2","order":4,"text":"[NAME OF ORGANIZATION],","fontSize":"18","textAlign":"center","bold":true,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8ff3e854-e390-4a23-af10-8389a61be52c","order":5,"text":"a nonprofit corporation organized under the laws of the State of [State of incorporation]","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"40","cflou":false,"active":true},{"id":"36a851ec-d507-47b8-87b9-177773606790","order":6,"text":"1. RECITALS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S01"},{"id":"fd857a0b-c075-4afe-976e-efbef93a3b2f","order":7,"text":"WHEREAS, [NAME OF ORGANIZATION] (the "Corporation") is a nonprofit corporation duly organized and existing under the laws of the State of [State of incorporation], having Federal Employer Identification Number [EIN], and recognized by the Internal Revenue Service as an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and exempt from federal income taxation under Section 501(a) of the Code;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7c0766a8-bddc-473b-980b-1da97240cc5c","order":8,"text":"WHEREAS, the Board of Directors of the Corporation (the "Board"), having carefully considered the financial condition, operational sustainability, and charitable mission of the Corporation, has determined that it is no longer practicable or in the best interests of the Corporation, its constituents, and the charitable community it serves to continue the Corporation's activities, and that the Corporation should be voluntarily wound up and dissolved;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1b3cf3eb-7380-43de-98a7-4b92d7ec43f5","order":9,"text":"WHEREAS, the Corporation has no voting members, and the dissolution of the Corporation may therefore be authorized by the vote of the Board acting alone in accordance with the Corporation's Articles of Incorporation, Bylaws, and applicable state law;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4a94eb38-43a3-4414-8105-7250ec39326f","value":"members","type":"remove","operator":"="}]},{"id":"ffa5f83e-99d6-4fad-9ede-87545a354424","order":10,"text":"WHEREAS, the Corporation has voting members entitled under its Articles of Incorporation, Bylaws, and applicable state law to vote upon the dissolution of the Corporation, and the dissolution of the Corporation therefore requires the affirmative vote of both the Board and the members of the Corporation;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4a94eb38-43a3-4414-8105-7250ec39326f","value":"board_only","type":"remove","operator":"="}]},{"id":"e19eb429-c255-4129-bd56-519da7a48f69","order":11,"text":"WHEREAS, this Plan of Dissolution and Distribution of Assets (this "Plan") is adopted in accordance with Section 6043(b) of the Code, the Treasury Regulations promulgated thereunder, the Articles of Incorporation and Bylaws of the Corporation, and the nonprofit corporation laws of the State of [State of incorporation];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3f1e1ab8-7bc9-4164-b9ad-472e081d7329","order":12,"text":"WHEREAS, the Articles of Incorporation of the Corporation contain a clause, required by Section 501(c)(3) of the Code, providing that, upon the dissolution of the Corporation, its remaining assets shall be distributed exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6a5cd348-aba6-451a-b8cf-bcf6c438fbd5","order":13,"text":"NOW, THEREFORE, the Board hereby adopts the following Plan of Dissolution and Distribution of Assets, the terms of which shall govern the orderly wind-up of the affairs of the Corporation and the distribution of its remaining assets:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d78ce2fe-fce3-4daf-ae9c-52b1965e5d00","order":14,"text":"2. DEFINITIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S02"},{"id":"2a5aa618-ee63-4b10-b224-4960ddb5aa60","order":15,"text":"Unless the context otherwise requires, in this Plan the following terms shall have the meanings set forth below:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a64bbf6d-1dcd-439b-b050-dbb853f06d0b","order":16,"text":""Articles" means the Articles of Incorporation of the Corporation, as amended and in effect on the date hereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"d3cf549f-69e6-4fc8-9396-7b5cff95aac2","order":17,"text":""Bylaws" means the Bylaws of the Corporation, as amended and in effect on the date hereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"f4457a11-c08c-4d17-a636-be4fb1bbbadb","order":18,"text":""Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"8c84fe0f-6f76-4c3d-aff4-c295b2ad0032","order":19,"text":""Effective Date" means the date on which this Plan is adopted by the Board (and, where applicable, ratified by the members of the Corporation), as set forth in Section 3 hereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"8df69508-2256-4f07-88c2-b191cae83946","order":20,"text":""IRS" means the Internal Revenue Service of the United States Department of the Treasury.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"bd459fc2-ae2e-4284-8037-76862f4a57e5","order":21,"text":""Recipient Organization" means the organization or organizations to which the Corporation's remaining assets shall be distributed pursuant to Section 9 hereof, each of which shall, at the time of receipt, be an organization described in Section 501(c)(3) of the Code and exempt from federal income taxation under Section 501(a) of the Code, or shall be a federal, state, or local governmental entity receiving the assets for a public purpose.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"38d42d7c-2af1-4e16-b793-bf299e1698c8","order":22,"text":""Wind-Up Period" means the period beginning on the Effective Date and ending on the date on which the Corporation has distributed all of its remaining assets and filed the final tax returns and dissolution documents required hereunder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3907e4bc-3c32-4fbf-9256-21988c013649","order":23,"text":"3. ADOPTION AND EFFECTIVE DATE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S03"},{"id":"bed92dc0-0602-4231-b97e-8710cb6a9a03","order":24,"text":"This Plan is adopted by the affirmative vote of a majority of the directors of the Corporation then in office, at a duly called and noticed meeting of the Board held on [Date of Board meeting], at which a quorum was present and acting throughout. The Board, having no members entitled to vote thereon, hereby authorizes the dissolution of the Corporation in accordance with the Articles, the Bylaws, and applicable state law. The vote of the Board was [Votes For] in favor, [Votes Against] against, and [Votes Abstaining] abstaining.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4a94eb38-43a3-4414-8105-7250ec39326f","value":"members","type":"remove","operator":"="}]},{"id":"06290e3e-d2de-4014-93c2-a30ad8fd0ae8","order":25,"text":"This Plan was approved by the affirmative vote of a majority of the directors of the Corporation then in office, at a duly called and noticed meeting of the Board held on [Date of Board meeting], at which a quorum was present and acting throughout. The Board recommended the Plan to the members of the Corporation for their approval. Written notice of the meeting of members called to consider the Plan was given to each member entitled to vote thereon on [Date of notice to members], in accordance with the Bylaws and applicable state law. At the meeting of members held on [Date of members meeting], the Plan was approved by the affirmative vote of [Member Votes For] in favor and [Member Votes Against] against, constituting the requisite majority of the members entitled to vote thereon.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4a94eb38-43a3-4414-8105-7250ec39326f","value":"board_only","type":"remove","operator":"="}]},{"id":"1790a832-9eb3-4b60-8656-e2196b5f0ae6","order":26,"text":"The Effective Date of this Plan shall be [Effective date of Plan] (the "Effective Date").","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"1edf5779-70d9-412f-9af7-7e3df12fd44d","order":27,"text":"4. AUTHORIZATION TO DISSOLVE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S04"},{"id":"c92b5d10-974e-469e-b3bf-b492d2eaea30","order":28,"text":"The Corporation is hereby authorized to dissolve as of the Effective Date in accordance with this Plan, the Articles, the Bylaws, and the applicable nonprofit corporation laws of the state of incorporation. The officers and directors of the Corporation are authorized, directed, and empowered, in the name and on behalf of the Corporation, to take or cause to be taken all such further acts and to execute and deliver such further agreements, certificates, instruments, and documents, and to make all such further filings and elections with the IRS, the Office of the Secretary of State of the state of incorporation, the applicable State Attorney General, and any other governmental authority, as may be necessary, appropriate, or convenient to carry out the orderly dissolution of [NAME OF ORGANIZATION] and the distribution of its remaining assets in accordance with this Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"6f85d1bf-bb7b-4de7-ba5e-38e5fe95002e","order":29,"text":"5. CESSATION OF ACTIVITIES AND WIND-UP","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S05"},{"id":"cc7b7961-1d8d-4c36-b73d-c292e9d5d92c","order":30,"text":"Effective as of [Date of cessation of activities], the Corporation shall cease the active conduct of its charitable activities, except to the extent necessary to wind up and conclude the affairs of the Corporation in an orderly manner, to preserve the value of the Corporation's assets pending distribution, and to satisfy outstanding obligations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7628cfb7-36f0-4b6d-8e43-9309014a2cdb","order":31,"text":"During the Wind-Up Period, the Corporation, acting through its Board and the officers identified in Section 7 hereof, shall: (a) collect and reduce to possession the property, assets, and receivables of the Corporation; (b) preserve and protect the Corporation's property and assets pending distribution; (c) discharge, satisfy, or make adequate provision for the payment of all debts, liabilities, and known obligations of the Corporation; (d) distribute the remaining assets in accordance with Section 9 hereof; and (e) take all such further actions as may be necessary or appropriate to wind up the affairs of the Corporation in accordance with this Plan, the Articles, the Bylaws, and applicable law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2a64b96c-0c32-47e6-a927-040978f0a5c0","order":32,"text":"The Wind-Up Period shall conclude on or before [Target wind-up completion date], or as soon thereafter as practicable, it being understood that the Board may extend such target date as reasonably necessary to complete the orderly wind-up of the Corporation's affairs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"5d691ba9-8b1c-492b-917f-97f2a7c4af1d","order":33,"text":"6. INVENTORY AND VALUATION OF ASSETS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S06"},{"id":"16b4bcc1-86cc-4288-b50f-d8f89420902d","order":34,"text":"As promptly as practicable following the Effective Date, the Board, with the assistance of the officers and such professional advisors as the Board may deem appropriate, shall cause to be prepared a complete inventory of all assets of the Corporation, including without limitation cash and cash equivalents, deposit accounts, investment securities, accounts and contributions receivable, tangible personal property, real property, intellectual property, restricted and endowment funds, and any other property of value owned, held, or controlled by the Corporation. Each asset shall be appraised or otherwise valued at its fair market value as of the Effective Date or such other date as the Board may determine to be appropriate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"78166a0a-6cbe-453e-aae0-421d866e6f7d","order":35,"text":"Restricted funds and donor-restricted assets shall be identified separately and administered in accordance with the donor's restrictions and, to the extent applicable, the Uniform Prudent Management of Institutional Funds Act (UPMIFA) or the analogous law of the state of incorporation. The Corporation shall, where appropriate, seek the consent of donors or, where required by law, the consent or approval of the State Attorney General, before applying restricted funds to any purpose other than the purpose for which they were originally given.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d2f71da9-e810-4cb7-9436-96f685a7bbad","order":36,"text":"7. OFFICERS AUTHORIZED TO WIND UP","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S07"},{"id":"d8270836-d819-48d4-ab38-3739805e3814","order":37,"text":"[Name of President], in the capacity of [Title of President], and [Name of Secretary], in the capacity of [Title of Secretary], together with such additional officers or persons as may be designated by resolution of the Board, are hereby authorized, severally and not jointly, to act on behalf of the Corporation during the Wind-Up Period and to execute and deliver, in the name and on behalf of the Corporation, all agreements, certificates, instruments, tax returns, dissolution filings, and other documents necessary or appropriate to effectuate this Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ad249da7-0384-46cc-bdf7-18ca25fa587d","order":38,"text":"The following additional persons, if any, are also authorized to act in connection with the wind-up of the Corporation: [Additional authorized persons, if any — write "none" if none].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"103e2a5f-c019-49bf-ad5b-87927eb817ea","order":39,"text":"8. SATISFACTION OF LIABILITIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S08"},{"id":"4b746d0b-8cf4-4ba4-8d46-a41e19de5b4d","order":40,"text":"Prior to any distribution of remaining assets pursuant to Section 9 hereof, the Corporation shall pay, discharge, or make adequate provision for the payment, discharge, or satisfaction of all known debts, liabilities, and obligations of the Corporation, including without limitation: (a) all accrued but unpaid compensation, benefits, payroll taxes, and employment-related obligations; (b) all amounts owed to trade creditors, vendors, lessors, and other contractual counterparties; (c) all amounts owed to taxing authorities, including final federal, state, and local income, payroll, sales, use, and excise taxes; (d) all amounts owed under outstanding loans, notes, or other indebtedness; (e) all reasonable costs, expenses, and professional fees incurred in connection with the wind-up and dissolution of the Corporation, including legal, accounting, and tax advisor fees; and (f) any other known liability or obligation of the Corporation, whether contingent, fixed, or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c38e7721-5e2c-4641-a692-497548ef2cf6","order":41,"text":"To the extent there exist contingent, conditional, unmatured, or disputed claims against the Corporation, the Board shall set aside an adequate reserve from the Corporation's assets, in such amount as the Board reasonably determines, to provide for the payment of such claims should they become fixed or due. Any portion of such reserve that remains after the resolution or final discharge of the claims for which it was established shall be distributed in accordance with Section 9 hereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"172f2123-53d8-4131-84a8-8f5ce5ee25a9","order":42,"text":"A summary of known material liabilities of the Corporation as of the date of this Plan is set forth below for informational purposes: [Brief description of known liabilities — write "none" if none].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"686c70fc-dea9-4424-9180-e1ca3649f38e","order":43,"text":"9. DISTRIBUTION OF REMAINING ASSETS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S09"},{"id":"4aee49d2-57be-4697-ad5c-077e51a5c4c8","order":44,"text":"Upon satisfaction of, or adequate provision for, all known debts, liabilities, and obligations of the Corporation in accordance with Section 8 hereof, all remaining assets of the Corporation shall be distributed exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose, in accordance with the Articles of Incorporation of the Corporation, the requirements of Section 501(c)(3) of the Code and Treasury Regulation §1.501(c)(3)-1(b)(4), and the nonprofit corporation laws of the state of incorporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0e3efce4-a08f-4357-8a1c-1cead1dcbe6f","order":45,"text":"The Board has identified the following organization as the intended Recipient Organization for the distribution of the Corporation's remaining assets:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"85805008-1725-4369-8114-076e088042bb","value":"board_select","type":"remove","operator":"="}]},{"id":"a7cb0178-6f29-4d01-9ebf-20aae7d02618","order":46,"text":"Name: [Name of Recipient Organization]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"85805008-1725-4369-8114-076e088042bb","value":"board_select","type":"remove","operator":"="}]},{"id":"98dcd676-9a91-41f8-8d16-d1ab043c6ded","order":47,"text":"Federal Employer Identification Number: [EIN of Recipient Organization]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"85805008-1725-4369-8114-076e088042bb","value":"board_select","type":"remove","operator":"="}]},{"id":"d9fbe403-4560-494e-9ce2-145a5eea465b","order":48,"text":"Address: [Address of Recipient Organization]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"5","cflou":false,"active":true,"displayConditions":[{"field":"85805008-1725-4369-8114-076e088042bb","value":"board_select","type":"remove","operator":"="}]},{"id":"c6bb1a65-27b1-49d0-9b2c-df8dd69c17cf","order":49,"text":"Exempt Purpose: [Brief description of Recipient's exempt purpose]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"85805008-1725-4369-8114-076e088042bb","value":"board_select","type":"remove","operator":"="}]},{"id":"7bba8118-7006-4a2c-9b67-3ae24db0be21","order":50,"text":"The Board hereby determines that [Name of Recipient Organization] is, as of the date hereof, an organization described in Section 501(c)(3) of the Code and exempt from federal income taxation under Section 501(a) of the Code, and that the distribution to such organization of the Corporation's remaining assets is consistent with the charitable purposes of the Corporation as set forth in its Articles of Incorporation. Prior to any such distribution, the Board (or its designee) shall confirm the continuing tax-exempt status of [Name of Recipient Organization] by reference to the IRS Tax Exempt Organization Search database (Pub. 78 data) or such other reliable means as the Board may deem appropriate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"85805008-1725-4369-8114-076e088042bb","value":"board_select","type":"remove","operator":"="}]},{"id":"4e15a914-e654-4e60-9b1a-9bbba7a26655","order":51,"text":"The Recipient Organization or Organizations to which the Corporation's remaining assets shall be distributed shall be selected by the Board, in its sole and reasonable discretion, from among organizations that, at the time of distribution, (i) are described in Section 501(c)(3) of the Code and exempt from federal income taxation under Section 501(a) of the Code, (ii) are not classified as private foundations under Section 509(a) of the Code (unless the Board specifically determines that distribution to a private foundation is appropriate and consistent with the Corporation's charitable purposes), and (iii) carry on charitable activities that are consistent with, or substantially similar to, the charitable purposes of the Corporation as set forth in its Articles of Incorporation. The Board shall confirm the tax-exempt status of each prospective Recipient Organization by reference to the IRS Tax Exempt Organization Search database (Pub. 78 data), or by such other reliable means as the Board may deem appropriate, prior to any distribution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"85805008-1725-4369-8114-076e088042bb","value":"named","type":"remove","operator":"="}]},{"id":"7e23f87f-770d-40e4-9e7d-176f30ae4ea2","order":52,"text":"If, for any reason, the Recipient Organization or Organizations identified or selected hereunder are unwilling or unable to accept the distribution, or have ceased to qualify as organizations described in Section 501(c)(3) of the Code, the Board shall select one or more alternative organizations meeting the requirements set forth above; and, in the absence of any such alternative organization, the remaining assets shall, in accordance with Section 501(c)(3) of the Code, be distributed to the federal government, or to a state or local government, for a public purpose, or to a court of competent jurisdiction of the state in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations as said court shall determine, which are organized and operated exclusively for charitable purposes within the meaning of Section 501(c)(3) of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"54083a21-3a1b-4d2b-87c2-bc2ed41318fa","order":53,"text":"Restricted or donor-restricted funds shall be distributed only to a Recipient Organization that is able and willing to administer such funds in accordance with the applicable donor restrictions, or shall otherwise be dealt with in accordance with applicable law, including, where required, with the approval of the State Attorney General or a court of competent jurisdiction.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a6c94a48-827f-40d9-9c63-de568557760e","order":54,"text":"In no event shall any portion of the remaining assets of [NAME OF ORGANIZATION] inure to the benefit of any director, officer, member, employee, or other private individual, except as reasonable compensation for services actually rendered to the Corporation in connection with its wind-up.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"dd96d265-c4c0-48eb-a125-22148c6a135e","order":55,"text":"10. FINAL TAX RETURNS AND IRS FILINGS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S10"},{"id":"1ae82612-e741-44ed-ae02-e11e3faf5406","order":56,"text":"The officers of the Corporation, with the assistance of the Corporation's tax advisors, shall prepare and file, in a timely manner: (a) a final Form 990 (or Form 990-EZ or Form 990-N, as applicable) for the Corporation's final taxable year, marked "Final Return"; (b) Schedule N (Liquidation, Termination, Dissolution, or Significant Disposition of Assets) to such final Form 990, providing the information required by the IRS regarding the dissolution and the recipient(s) of the Corporation's remaining assets; (c) any final state information returns, exempt organization annual reports, and dissolution filings required by the state of incorporation or any other state in which the Corporation is registered to conduct activities or solicit charitable contributions; and (d) any other federal, state, or local tax returns or informational filings required in connection with the dissolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e8d221b1-37c3-483c-978f-52efb020fac9","order":57,"text":"The Corporation shall also, to the extent required, file a statement under Section 6043(b) of the Code, on Form 990 Schedule N, providing notice of dissolution and termination of the Corporation's exempt status to the IRS.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a4292760-ede9-4f0c-8b06-12e2ac3d4a26","order":58,"text":"The officers shall retain the Corporation's books, records, and supporting documentation as required by applicable law and for such longer period as may be prudent in light of any open audit, examination, or statute of limitations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"69e75b1c-f94c-4c0b-8cb8-365483bf363e","order":59,"text":"11. DISSOLUTION FILINGS WITH STATE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S11"},{"id":"2acd92fe-3f9b-496e-84a1-08f4498632ef","order":60,"text":"The officers of the Corporation are authorized and directed to prepare, execute, and file, on behalf of the Corporation, Articles of Dissolution, a Certificate of Dissolution, or such other instrument of dissolution as is required by the law of the state of incorporation, together with any required filing fees, with the Office of the Secretary of State (or analogous filing authority) of such state. The officers are further authorized to make such other filings with state and local agencies, professional licensing bodies, charitable registration authorities, and any other governmental authority as may be necessary or appropriate to effect the orderly dissolution of [NAME OF ORGANIZATION].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8b02f577-1540-4ad6-a9ff-86b7f2eb9b4f","order":61,"text":"The Corporation shall continue in existence for the limited purpose of winding up its affairs in accordance with this Plan, until the dissolution becomes effective in accordance with applicable state law, after which the Corporation shall be dissolved and shall cease to exist.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"b5f9e1f2-5b53-4ddc-85e8-5bb768f5f2e0","order":62,"text":"12. NOTICE TO THE STATE ATTORNEY GENERAL","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"d27e3b11-045f-4b47-a3a3-30539840f49c","value":"1","type":"add","operator":"="}],"sectionNum":"S12"},{"id":"684fc454-6976-4f8f-acfd-55c53130e9e0","order":63,"text":"The Corporation shall, in accordance with the laws of the State of [State whose Attorney General is to be notified], provide prior written notice of the proposed dissolution and the proposed distribution of the Corporation's remaining assets to the Office of the Attorney General of such state, and shall obtain such consent, waiver, or no-objection determination from the Attorney General as may be required by applicable law prior to the distribution of any restricted charitable assets or the filing of dissolution documents with the Secretary of State. The Corporation shall cooperate in good faith with any inquiry, review, or investigation undertaken by the Attorney General in connection with the dissolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"d27e3b11-045f-4b47-a3a3-30539840f49c","value":"1","type":"add","operator":"="}]},{"id":"f8490414-276e-486d-8f82-bccad8e238fd","order":64,"text":"13. BOOKS, RECORDS AND FINAL ACCOUNTING","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S13"},{"id":"d89edfe5-52c6-4d72-add2-3aeef622837d","order":65,"text":"Following the distribution of the Corporation's remaining assets and the satisfaction of all known debts, liabilities, and obligations, the officers shall prepare a final accounting reflecting (a) all assets of the Corporation as of the Effective Date, (b) all liabilities of the Corporation paid, satisfied, or otherwise discharged during the Wind-Up Period, (c) all reserves established and the disposition thereof, and (d) all distributions made to Recipient Organizations or other parties. The final accounting shall be presented to the Board for approval and shall be retained with the Corporation's permanent records.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c76173fa-1b4b-4e33-8c1c-faa2f8b3e5f2","order":66,"text":"The Corporation's minute books, financial books and records, donor records, tax returns, contracts, grant agreements, and other corporate records shall be retained for the period required by applicable federal and state law and, in any event, for at least seven (7) years following the Effective Date, in such location and under the custody of such person or organization as the Board shall determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"da79ceed-cef5-4a48-a771-a9b8cb80bbb8","order":67,"text":"14. INDEMNIFICATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S14"},{"id":"c6198be5-1b4f-4f71-adb4-47fa4854da86","order":68,"text":"The directors, officers, employees, and agents of [NAME OF ORGANIZATION] shall continue to be indemnified by the Corporation, to the maximum extent permitted by the Articles, the Bylaws, and applicable state law, against any and all liability and reasonable expense (including attorneys' fees) incurred by them in connection with any claim, action, suit, or proceeding arising out of or relating to (a) their service as directors, officers, employees, or agents of the Corporation, or (b) any act or omission taken in good faith in connection with the implementation of this Plan and the wind-up of the Corporation, in each case to the extent such indemnification is permitted under applicable law. The Board shall, prior to the final distribution of the Corporation's assets, consider whether to procure tail insurance or to set aside a reasonable reserve to fund such indemnification obligations.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"bd614bd3-9e65-4b08-a715-090f3c4b5be6","order":69,"text":"15. POWERS OF THE BOARD DURING WIND-UP","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S15"},{"id":"1a7309e0-9eb1-4823-9a47-7eda3cdb7898","order":70,"text":"During the Wind-Up Period, the Board shall retain all of the powers conferred upon it by the Articles, the Bylaws, and applicable law, including, without limitation, the power to: (a) hold meetings (whether in person, by telephone, or by other means of remote communication permitted by applicable law); (b) act by unanimous written consent in lieu of a meeting; (c) appoint, remove, or replace officers; (d) engage and compensate professional advisors, including legal counsel, accountants, tax advisors, and appraisers; (e) settle, compromise, or release claims by or against the Corporation; (f) sell, transfer, assign, exchange, lease, or otherwise dispose of property of the Corporation on such terms as the Board shall reasonably determine; (g) execute and deliver agreements, instruments, and certificates on behalf of the Corporation; and (h) take any and all such other actions as the Board shall reasonably deem necessary or appropriate to wind up the affairs of the Corporation in accordance with this Plan.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"712671e7-cc1f-4822-acf3-e103905e5021","order":71,"text":"16. AMENDMENT","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S16"},{"id":"aeeb1b2c-86eb-4f57-b098-2e5a9e6013ed","order":72,"text":"This Plan may be amended, modified, or supplemented from time to time by resolution of the Board, provided that no amendment shall be made that would cause the Plan to fail to comply with Section 501(c)(3) of the Code, the dissolution clause of the Articles of Incorporation, or the nonprofit corporation laws of the state of incorporation. Any such amendment shall be set forth in a written instrument approved by the Board and made part of the records of the Corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4a94eb38-43a3-4414-8105-7250ec39326f","value":"members","type":"remove","operator":"="}]},{"id":"742f592c-3692-4a13-8d18-0a301ba7c86a","order":73,"text":"This Plan may be amended, modified, or supplemented from time to time by resolution of the Board and, where required by the Articles, the Bylaws, or applicable state law, by the further affirmative vote of the members of the Corporation entitled to vote thereon; provided that no amendment shall be made that would cause the Plan to fail to comply with Section 501(c)(3) of the Code, the dissolution clause of the Articles of Incorporation, or the nonprofit corporation laws of the state of incorporation. Any such amendment shall be set forth in a written instrument approved as aforesaid and made part of the records of the Corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4a94eb38-43a3-4414-8105-7250ec39326f","value":"board_only","type":"remove","operator":"="}]},{"id":"ce098d78-5809-4f06-86c7-40e5ae3b3a0f","order":74,"text":"17. GOVERNING LAW","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S17"},{"id":"42797a57-633c-4801-92a9-b9f0e3c67c8c","order":75,"text":"This Plan, and the rights and obligations of the parties hereto, shall be governed by and construed in accordance with the laws of the state of incorporation of the Corporation, without regard to its conflict-of-laws principles, except to the extent that the Internal Revenue Code or other federal law expressly governs. Nothing in this Plan shall be construed to derogate from the requirements of Section 501(c)(3) of the Code, which shall in all events control the interpretation and administration of this Plan with respect to the tax-exempt status and dissolution of the Corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"b2195cc8-b41c-4d6d-9dc5-a81c7fe46f16","order":76,"text":"18. SEVERABILITY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S18"},{"id":"e4b281a4-0f32-45ec-9136-0b7b0f9f9cbd","order":77,"text":"If any provision of this Plan, or the application thereof, is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction or by the IRS, such invalidity, illegality, or unenforceability shall not affect any other provision of this Plan or any other application of such provision; and the remainder of this Plan shall be construed and enforced as if such invalid, illegal, or unenforceable provision had never been contained herein, to the maximum extent consistent with the intent of the Board and the requirements of Section 501(c)(3) of the Code.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"945b011a-4c98-49a0-ab7c-a6f07e02277f","order":78,"text":"19. ENTIRE PLAN; COUNTERPARTS; EXECUTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S19"},{"id":"521d082c-c3e4-445e-ae1b-935d026483d8","order":79,"text":"This Plan constitutes the entire plan of dissolution and distribution of assets of the Corporation and supersedes any and all prior or contemporaneous understandings, agreements, or representations, whether written or oral, relating to the subject matter hereof. This Plan may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by facsimile, scanned image (such as .pdf), or other electronic transmission, and signatures executed by means of an electronic signature service compliant with the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act) and the Uniform Electronic Transactions Act (UETA), shall have the same force and effect as original ink signatures.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"40","cflou":false,"active":true},{"id":"d153b8f3-377d-4108-b6fc-9074e90a16a0","order":80,"text":"20. CERTIFICATION OF ADOPTION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"sectionNum":"S20"},{"id":"94e57239-69bb-409e-99e4-b7884673352c","order":81,"text":"The undersigned, [Name of Secretary], in the capacity of [Title of Secretary] of [NAME OF ORGANIZATION], hereby certifies that the foregoing Plan of Dissolution and Distribution of Assets was duly adopted by the affirmative vote of a majority of the directors of the Corporation then in office at a meeting of the Board duly called and noticed in accordance with the Bylaws, held on [Date of Board meeting], at which a quorum was present and acting throughout, and that the Plan has not been amended, revoked, or rescinded as of the date hereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4a94eb38-43a3-4414-8105-7250ec39326f","value":"members","type":"remove","operator":"="}]},{"id":"29375d62-9dc5-42ce-82ff-a87c0718da5a","order":82,"text":"The undersigned, [Name of Secretary], in the capacity of [Title of Secretary] of [NAME OF ORGANIZATION], hereby certifies that the foregoing Plan of Dissolution and Distribution of Assets was duly adopted by the affirmative vote of a majority of the directors of the Corporation then in office, at a meeting of the Board duly called and noticed in accordance with the Bylaws, and was further approved by the affirmative vote of the requisite majority of the members of the Corporation entitled to vote thereon at a meeting of members duly called and noticed in accordance with the Bylaws and applicable state law, held on [Date of members meeting]; and that the Plan has not been amended, revoked, or rescinded as of the date hereof.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4a94eb38-43a3-4414-8105-7250ec39326f","value":"board_only","type":"remove","operator":"="}]},{"id":"8ea4ba89-7b05-48fc-8fb8-cd13189c4142","order":83,"text":"IN WITNESS WHEREOF, the undersigned have executed this Plan as of the date first written above.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"40","cflou":false,"active":true},{"id":"52609c58-388f-45e4-a2e8-fdf164686195","order":84,"text":"_______________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true},{"id":"57a8445f-46e5-427b-8277-17d5cba8e81f","order":85,"text":"[Name of President]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"0","cflou":false,"active":true},{"id":"daa9f24a-4f48-46c9-8700-847d28f1c30d","order":86,"text":"[Title of President]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"2","cflou":false,"active":true},{"id":"6e6e9ee0-b2b9-44b0-b9b5-5bceebd5c6e5","order":87,"text":"[NAME OF ORGANIZATION]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"cf24f74d-4220-4399-a0b3-3b0b4ff4029e","order":88,"text":"_______________________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true},{"id":"be25a534-2b50-428d-bcd5-889f8c91c700","order":89,"text":"[Name of Secretary]","fontSize":"14","textAlign":"left","bold":true,"underline":false,"marginBottom":"0","cflou":false,"active":true},{"id":"f6aed48c-d4cf-4e94-aa87-51879a8658e0","order":90,"text":"[Title of Secretary]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"2","cflou":false,"active":true},{"id":"8853d62d-8773-405d-b840-49c0a2fbdd3f","order":91,"text":"[NAME OF ORGANIZATION]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d17977e1-d583-4173-9d57-20cbc063caa0","order":92,"text":"Executed at [City], [State], on [Date of signing].","fontSize":"14","textAlign":"right","bold":false,"underline":false,"marginBottom":"0","cflou":false,"active":true}]