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How should last man standing deal with nonprofit building?

Your Legal Questions Answered

How should last man standing deal with nonprofit building?

What do you do when a nonprofit corporation owns a building, and you are 85 years old and the last member alive? What should be done? Can I sell the building and donate the money?

You probably don’t have a legal right to act alone to sell the building and a buyer would not get good title if you simply act by yourself.  As the last voting member of the corporation or the last member of the board of directors, however, you would undoubtedly have the right to appoint new directors to carry on the activity of the corporation, even if that activity is only to sell the building and wind up and dissolve.  If you can appoint a couple of friends to reach the minimum number of directors required by your bylaws, and they agree to sell and dissolve, you can sell the building (giving good title from the corporation) and distribute the remaining assets. 

You can proceed then without worrying that it has to be sold and wound up immediately.  If you were to become incapacitated before the process is finished, or if you retire to a sunnier climate and just forget about it, the board would have the authority to complete the process.

If your organization is a charitable organization, the net proceeds on dissolution would have to be distributed for charitable purposes.  If your organization is a social club, you may be the winner of the tontine.

Tuesday, February 21, 2023

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