Dissolution - District 3

January 8, 2018 | Author: Anonymous | Category: Social Science, Political Science, Civics
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Washington Youth Soccer

District 3 Dissolution Process March 2, 2015

What do we mean by Dissolution?

Dissolution of a nonprofit corporation means that the corporation itself ceases to exist. Dissolution can be voluntary or involuntary.

Why Dissolve? 

The mission and purpose of the corporation have been achieved. or The mission and purpose of the corporation are better achieved by another method. or The corporation is no longer able to run effectively.

Pre – Dissolution Planning  

 

What are the current functions that the district performs? Which of those functions need to continue to be performed? Who will perform those functions? How will the costs be paid?

Sample Pre – Dissolution Planning: Current Functions of District

    

Representation at State – Council & SOC Leagues and Tournaments Communication & Administration Scholarship Disciplinary Soccer Development

Sample Pre – Dissolution Planning: Distribution of Duties with Staff Function

WYS Staff




Leagues & Tournaments

Rule Enforcement

Communication & Administration

Scholarships & Awards

Final Decisions

Disciplinary & interassociation mediation

Soccer Development

Representation at State

Sample Pre – Dissolution Planning: Costs  

Use existing assets to fund staffing for first year Develop plan for future revenue to cover future costs

Dissolution Process: Applicable Laws

Internal Revenue Code Section 501(c)(3)

Washington Nonprofit Corporations Act RCW 24.03

Steps to Dissolution 1.

2. 3. 4. 5. 6.

Resolution to Dissolve Notice of Proposed Dissolution Plan of Distribution of Assets Revenue Clearance Certificate Obtained Articles of Dissolution Filed Communication with the IRS

Step 1 – Resolution to Dissolve 

 

The Council passes a resolution recommending that the corporation be dissolved. The Member Associations pass a resolution to dissolve the corporation. The member vote must pass by 2/3 majority. What is the voting mechanism – even or weighted?

Step 2 – Notice of Proposed Dissolution Mail notice of proposed dissolution to:  Each known creditor  Washington State Attorney General  Washington State Dept of Revenue

Step 3 – Plan of Distribution of Assets Develop plan for distribution of assets which includes:  Payment of all liabilities and obligations  Return of all assets requiring return  Transfer of any remaining assets to 501(c)(3) member associations in proportion to number of registered players (per D3 Bylaws).

Step 3 – Plan of Distribution of Assets (cont.) Provide notice of the proposed plan of distribution to the Attorney General After 20 days: The Council adopts resolution recommending that the plan of distribution be adopted The Member Associations adopt plan of distribution. Must pass by 2/3 majority.

Step 4 – Revenue Clearance Certificate Obtain revenue clearance certificate from Washington State Dept of Revenue

Step 5 – Articles of Dissolution When all liabilities and obligations of the District have been paid, and all remaining property and assets transferred, prepare Articles of Dissolution. File Articles of Dissolution with the Washington Secretary of State and obtain Certificate of Dissolution

Step 6 – Communication with IRS Send letter to IRS stating that corporation has been dissolved. Within 4½ months of the date of dissolution, file final Form 990

District 3 Draft Dissolution Calendar Aug meeting Council passes resolution to dissolve Members vote to dissolve Council approves proposed plan of distribution August Notice of Proposed Dissolution Notice of Plan of Distribution Sep meeting Adoption of Plan of Distribution – Council Adoption of Plan of Distribution- Members September Implement Plan of Distribution File Articles of Dissolution W/in 4½ mos File final tax return

District 3 Draft Dissolution Workplan

Now – Aug

Plan for covering district functions Plan for distribution of assets

Aug – Sep

Execute both plans

Dissolution: Next Steps     

Plan for covering functions now handled by district If plan is to hire staff, determine who will employ staff – state or association? Hire staff Pay all liabilities of corporation Determine where to transfer funds reserved for staff, scholarships, etc.

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