Involuntary dissolution: Authority and grounds for application.
1. The persons described in subsections 2 and 3 may apply to the district court in the district where the corporation has its registered office:
(a) For an order dissolving the corporation and appointing a receiver to wind up its affairs, and by injunction restrain the corporation from exercising any of its powers or doing business whatsoever, except by or through a receiver appointed by the court; or
(b) For such other equitable relief that is just and proper in the circumstances.
2. A member or members, if any, holding at least one-third of the voting power for the election of directors or a majority of the directors in office, may apply for the relief described in subsection 1 whenever it is established that:
(a) The corporation has willfully violated its charter;
(b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs;
(c) Its trustees or directors have been guilty of misfeasance, malfeasance or nonfeasance;
(d) The corporation is unable to conduct its activities or conserve its assets by reason of the act, neglect or refusal to function of any of the directors or trustees;
(e) The assets of the corporation are in danger of waste, misapplication, sacrifice or loss;
(f) The corporation has abandoned its business;
(g) The corporation has not proceeded diligently to wind up its affairs or to distribute its assets in a reasonable time;
(h) The corporation has become insolvent;
(i) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature;
(j) The corporation is not about to resume its business with safety to the public;
(k) The period of corporate existence has expired and has not been lawfully extended;
(l) The corporation has solicited property and has failed to use it for the purpose solicited;
(m) The corporation has fraudulently used or solicited property; or
(n) The corporation has exceeded its powers.
3. The Attorney General may apply for the relief described in subsection 1 whenever the corporation is a corporation for public benefit and whenever it is established that:
(a) The corporation has willfully violated its charter;
(b) Its trustees or directors have been guilty of fraud or collusion or gross mismanagement in the conduct or control of its affairs;
(c) The corporation has abandoned its business;
(d) The corporation has become insolvent;
(e) The corporation, although not insolvent, is for any cause not able to pay its debts or other obligations as they mature;
(f) The corporation has solicited property and has failed to use it for the purpose solicited;
(g) The corporation has fraudulently used or solicited property; or
(h) The period of corporate existence has expired and has not been lawfully extended.
4. Any person or superior organization under which the corporation was formed, if expressly authorized to act by the articles, may apply for the relief described in subsection 1 pursuant to the grounds, if any, set forth in the articles.
Last modified: February 26, 2006