(a) A dissolved nonprofit corporation continues its existence as a nonprofit corporation but may not carry on any activity except as is appropriate to wind up and liquidate its activities and affairs, including: (1) collecting its assets; (2) disposing of its properties that will not be distributed in kind; (3) discharging or making provisions for discharging its liabilities; (4) distributing its remaining property as required by law, its certificate of incorporation, bylaws, and as approved when the dissolution was authorized; and (5) doing every other act necessary to wind up and liquidate its activities and affairs. (b) In winding up its activities and affairs, a dissolved nonprofit corporation may: (1) preserve the nonprofit corporation’s activities and affairs and property as a going concern for a reasonable time; (2) prosecute, defend, or settle actions or proceedings whether civil, criminal, or administrative; (3) transfer the nonprofit corporation’s assets; (4) resolve disputes by mediation or arbitration; and (5) merge or convert in accordance with Article 12 or 13 of this chapter or Article 8 of Chapter 1. (c) Dissolution of a nonprofit corporation does not: (1) transfer title to the nonprofit corporation’s property; (2) subject its directors or officers to standards of conduct different from those prescribed in Article 8 of this chapter ; (3) change: (i) quorum or voting requirements for its board of directors or members; (ii) provisions for selection, resignation, or removal of its directors or officers or both; or (iii) provisions for amending its bylaws; (4) prevent commencement of a proceeding by or against the nonprofit corporation in its corporate name; (5) abate or suspend a proceeding pending by or against the nonprofit corporation on the effective date of dissolution; or (6) terminate the authority of the registered agent of the nonprofit corporation. (d) A distribution in liquidation under this section may only be made by a dissolved nonprofit corporation.
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