1. Washington Youth Soccer District 3 Dissolution Process March 2, 2015

2. 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.

3. 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.

4. 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?

5. Sample Pre – Dissolution Planning: Current Functions of District Representation at State – Council & SOC Leagues and Tournaments Communication & Administration Scholarship Disciplinary Soccer Development

6. Sample Pre – Dissolution Planning: Distribution of Duties with Staff FunctionWYS StaffAssociations Representation at State SOCCouncil Leagues & Tournaments Rule Enforcement Communication & Administration Scholarships & Awards Final Decisions Disciplinary & inter- association mediation Soccer Development

7. Sample Pre – Dissolution Planning: Costs Use existing assets to fund staffing for first year Develop plan for future revenue to cover future costs

8. Dissolution Process: Applicable Laws Internal Revenue Code Section 501(c)(3) Washington Nonprofit Corporations Act RCW 24.03

9. Steps to Dissolution 1. Resolution to Dissolve 2. Notice of Proposed Dissolution 3. Plan of Distribution of Assets 4. Revenue Clearance Certificate Obtained 5. Articles of Dissolution Filed 6. Communication with the IRS

10. 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?

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

12. 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).

13. 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.

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

15. 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

16. 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

17. District 3 Draft Dissolution Calendar Aug meetingCouncil 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 meetingAdoption of Plan of Distribution – Council Adoption of Plan of Distribution- Members SeptemberImplement Plan of Distribution File Articles of Dissolution W/in 4½ mosFile final tax return

18. District 3 Draft Dissolution Workplan Now – AugPlan for covering district functions Plan for distribution of assets Aug – SepExecute both plans

19. 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.

20. Questions and Comments ?