This provision sets out how a corporation may be dissolved, including filing a certificate and, in one case, transferring assets and employees to a municipality.
(a) Whenever the board of directors of the corporation shall by resolution determine that the purposes for which the corporation was formed have been substantially complied with and all bonds theretofore issued and all obligations theretofore incurred by the corporation have been fully paid, the then members of the board of directors of the corporation shall thereupon execute and file for record in the office of the judge of probate of the county in which the corporation is organized a certificate of dissolution reciting those facts and declaring the corporation to be dissolved. The certificate of dissolution shall be executed under the corporate seal of the corporation. Upon the filing of the certificate of dissolution, the corporation shall stand dissolved, the title to all funds and properties owned by it at the time of dissolution shall vest in the county, and possession of the funds and properties of the board shall forthwith be delivered to the county. (b)(1) In addition to the procedures provided in subsection (a), any corporation organized under this chapter composed of property originally acquired by a corporation organized under Chapter 18, and located entirely within the corporate limits of a municipality, by a majority vote of the governing body of the municipality and adoption of a resolution by the county commission, may be ordered to be dissolved, transferred, and merged with the municipality. (2) Within 90 days after the approval of the dissolution by the municipality and the county, the corporation shall transfer all funds, assets, and title to real property owned by the corporation to the municipality. Upon the transfer, all funds, assets, real property, and liabilities of the corporation shall vest in the municipality and all employees of the corporation existing at the time of the transfer shall become employees of the municipality. (3) After the transfer of the assets of the corporation to the municipality, a certificate of dissolution declaring the corporation to be dissolved shall be filed with the judge of probate of the county in which the corporation was organized and the corporation shall stand dissolved. (4) A separate contract may be executed prior to the dissolution by the corporation and the governing body of the municipality providing for the orderly transfer of the assets, liabilities, and employees of the corporation to the municipality prior to dissolution.