ARTICLE XI - DISSOLUTION
Section 11.1. Dissolution by Directors, Members, and Third Persons.
Dissolution of the Corporation shall be approved by all of the following:
(a) The Board.
(b) The members by two-thirds of the votes cast by the members or a majority of the members' voting power that could be cast, whichever is less, at two consecutive membership meetings.
Section 11.2. Conditions to Approval.
The person or persons initiating the proposed dissolution may condition approval of the dissolution, on receipt of a higher percentage of affirmative votes or on any other basis.
Section 11.3. Notice of Meeting.
(a) The Corporation shall provide notice of any directors' meeting at which such approval is to be obtained in accordance with Section 6.3. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolution of the corporation and contain or be accompanied by a copy or summary of the plan of dissolution.
(b) If the Board or the members seek to have dissolution approved by the members at a membership meeting, the Corporation shall give notice to its members of the proposed membership meeting in accordance with Sections 4.5 and 4.6 at least 20 days prior to each such membership meeting. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider dissolving the Corporation and must contain or be accompanied by a copy or summary of the plan of dissolution.
Section 11.4. Plan of Dissolution.
The plan of dissolution shall indicate to whom the assets owned or held by the Corporation will be distributed after all creditors have been paid. On dissolution the Corporation shall not distribute its assets other than for one or more exempt purposes; on dissolution, the Corporation's assets shall be distributed to a state or local government for a public purpose, or to an organization exempt from taxes under Internal Revenue Code Section 501(c)(3) or Section 501(c)(4) to be used to accomplish the general purposes for which the Corporation was organized.
Section 11.5. Articles of Dissolution.
Upon approval of dissolution pursuant to this Article X, the Board shall cause the Corporation to file articles of dissolution with the Iowa secretary of state, in conformance with Section 504.1404 of the Revised Act.
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Last updated June 11, 2004 by KØCF