Winding Down Associations

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Not all associations are meant to last forever. Some come together to accomplish a specific goal and when it’s done its members often decide to undo what they’ve built and distribute the organization’s assets whether financial, political, or programmatic.

Undo Corporate Ties

Most associations are some form of corporation or formal business.  When an association decides to close, its corporate affiliations should also be properly ended.  For example, members of the board and corporate officers should formally step down.  Contracts with vendors should be closed out and any ongoing Internet presence should be properly ended.

Grau & Associates will identify each relationship, outline its terms, and work through their proper terminations.  Doing so methodically assures the association is not believed to be functional and eliminates its legal and financial exposure.

Distribute Corporate Assets

An association’s by-laws and frequently its IRS tax exemption documents dictate how an association’s assets are distributed on dissolution.  After its debts are paid, left over funds frequently go back to members-in-good-standing on a pro-rata basis.  However, some associations pledge their assets to charity, a trust, or to its PAC.

Grau & Associates will assure the association’s distribution protocols are followed, that any non-liquid assets are either liquidated or donated, and that board members and officers are absolved of further fiduciary responsibilities.

Assign Political Capital

Associations with policy agendas and especially those with PACs develop political capital, i.e. trust, good will, and influence among policy makers.  Political capital has transferable value.  It is a type of invisible currency and should not be surrendered or squandered.

Grau & Associates can help an association “direct” or “assign” its political capital to a valued partner or another association.  G&A can facilitate the appropriate meetings and conversations that explain previous activities, results, successes, endorsements, etc. that another organization can leverage toward goals the association supports. 

Close Out Bank Accounts and Legally Cease Functions vis-à-vis State & Local Authorities

When an association winds down, final house-keeping measures should be addressed such as terminating banking relationships and notifying the secretary of state’s corporations division and in all likelihood the IRS that the association is terminated.

Grau & Associates will see to these details and provide final close out memoranda to the board and members.

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