(a) A dissolved decentralized unincorporated nonprofit association shall wind up its operations and may continue after dissolution only for the purpose of winding up. (b) In winding up a decentralized unincorporated nonprofit association, the members 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 as follows: (1) To another entity or person with similar nonprofit purposes, if required by law other than this article. (2) 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. (3) If neither subdivision (1) or (2) applies, in accordance with the law of unclaimed property contained in Article 2A, Chapter 12 of Title 35. (c) In winding up a decentralized unincorporated nonprofit association, the members may do all of the following: (1) Authorize an administrator to wind up the decentralized unincorporated nonprofit association in accordance with Section 10A-17-2.14. Any authorized administrator shall owe the 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. (2) Preserve the decentralized unincorporated nonprofit association’s operations and property as a going concern for a reasonable time. (3) Prosecute and defend actions and proceedings, whether civil, criminal, or administrative. (4) Transfer the decentralized unincorporated nonprofit association’s property. (5) Settle disputes by mediation or arbitration. (6) Perform other acts necessary or appropriate to the winding up. (d) 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.
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