Schedule for Winding-Up and Dissolution

Schedule for Winding-Up and Dissolution Item Description of Necessary Actions Responsible 1. Submission of Financial Statements and Fixed Asset Schedule. Within thirty (30) days after the University Board s adoption of its resolution to terminate the Academy s contract (the Termination Resolution ), the Academy must submit to the University Charter Schools Office a fixed asset schedule and financial statements. The Academy must submit updated fixed asset schedules and financial statements quarterly thereafter until dissolution is complete. 2. Notification of Parents. Parents or legal guardians of any student and any student 18 years of age or older must be notified in writing of the adoption of the Termination Resolution. This should be done within thirty (30) days after the University Board adopts the Termination Resolution. The notice must advise the recipient to contact the school where the student intends to enroll and to have the student s new school contact designated legal counsel to have the student s educational record (commonly known as the CA-60) transferred to the new school. MCL 380.135. 3. Notification of ISD. The Intermediate School District ( ISD ) and all school districts within the ISD must be notified in writing of the adoption of the Termination Resolution within thirty (30) days of its adoption. In addition, if the Academy is not contacted by a school requesting that the student s record be transferred by August 1, 2004, the Academy must notify the ISD attendance officer. MCL 380.1586. 4. Resolution of Dissolution and Plan of Distribution of Assets. The Academy s board of directors must adopt a resolution that the corporation be dissolved and that a plan of distribution assets be implemented. MCL 450.2804. 5. Resolution Appointing Liaison. The Academy s board of directors should adopt a resolution appointing a liaison to coordinate with legal counsel regarding the management of the dissolution and winding up of The Academy April 1, The Academy May 1, The Academy April 1, The Academy August The Academy August

the Academy. 6. Resolution Appointing Liaison. should appoint a liaison to coordinate with the Academy regarding the management of the dissolution and winding up of the Academy. 7. Follow-Up Student Transfer. A follow-up procedure must be established to determine where each student who has attained the age of 16 will continue his or her education. MCL 380.1561. 8. Inventory; UCC Search. The Academy s assets must be inventoried. A UCC search will be ordered by to determine if there are any secured creditors. 9. Protection of Assets. The Academy s assets must be protected against theft, misappropriation and deterioration. This means moving the assets from the school to a safe storage facility. Insurance should be maintained on the assets until they are disposed of according to the plan of distribution. 10. Termination of Agreement. To the extent possible, all present leases, service agreements, and other contracts not necessary for the windingup of the Academy should be terminated. 11. Base of Operation. A temporary base of operation must be established during the winding-up of the Academy s affairs. This requires publishing notice of location of office and hours of operation, having operational telephone service with voice message stating hours of operation, acting as custodian of and maintaining and dispensing student files and records, performing day-to-day wind-up duties, and maintaining custody of business records until all business and transactions are completed. 12. Notification of Funding Sources. The Michigan Department of Education and all other sources of the Academy s operational funding must be notified in writing of the adoption of the Dissolution August The Academy June 2

Resolution within thirty (30) days of the adoption of the Dissolution Resolution. The notice to the Michigan Department of Education should also include a plan for winding-up and dissolution of the Academy. 13. Dissolution Questionnaire. The Academy and legal counsel should begin to gather the information necessary to complete the Attorney General s Dissolution Questionnaire, which the Attorney General will require in order to obtain an approval letter. The additional information will likely include: A copy of the Academy s filed articles of incorporation, with all amendments, if any. A copy of the Academy s IRS determination letter and IRS returns for the last three years. A copy of the Academy s audited financial statements for the last three years. An inventory of the assets currently held. Receipts or copies of cancelled checks for the distribution of assets. A statement from the Academy s Treasurer (if available) regarding the Academy s debts and obligations, otherwise from authorized the Academy Board Liaison. 14. Closeout State Grants. State grants must be closed out, including filing the required Final Expenditure Reports (MDE form DS-4044) and Final Program Performance Reports. 15. Closeout Federal Grants. Federal grants must be closed out, including filing the required Final Expenditure Reports and Final Performance Reports. 16. Dept. of Education Filings. File Federal form 269 or 269a if the Academy was receiving funds directly from the United States 3

Department of Education. 34 CFR 80.41. 17. Notice of Discontinuance. File the Federal Notice of Discontinuance with the Department of Treasury (Treasury Form 63). 18. School MEIS Claim. File a final claim with the Michigan Education Information System and conduct a final inventory of all United States Department of Agriculture commodities. Arrange, through the Michigan Department of Education, Food and Nutrition Program, to transfer these commodities to another school. 19. Special Education. File a final expenditure report for special education state funds (MDE form SE-4096). 20. Notification of Creditors. Provide the Academy s known creditors with an informal notice of dissolution and requesting the creditors to file all claims with the Academy. 21. Annual Progress Report. File the Academy s annual progress report ( PA 25 Report ). MCL 380.1204a; MCL 388.1619. 22. Notification of Attorney General. The Michigan Attorney General must be notified of the dissolution by registered mail at least 45 days before the desired date to file the Certificate of Dissolution with the Department of Consumer and Industry Services. MCL 450.251. Because the Attorney General s permission will be necessary to file the certificate of dissolution, notice of the dissolution resolution should be given as soon as possible. 23. Final Tax Payments. Make final federal tax payments (every employer, including the Academy, which pays wages to employees is responsible for withholding, depositing, paying, and reporting federal income tax, social security taxes, and federal unemployment tax for such wage payments). The Academy October October 15, November November Resolution Submission of names and addresses of students currently enrolled The Academy May 4

and attending the Academy. 24. Comprehensive Financial Report. File the Academy s annual comprehensive financial report ( Form B ) for the Academy s last year of operation. MCL 388.1618(3). FID. Resolution Resolution Resolution Submission of a list of debts and liabilities including creditor s name and full amount of debt. Submission of plan for elimination of all debt and liabilities, including current year budgeted expenses, by the Extended Contract Termination, being 6/30/05, or identification of the amount of anticipated shortfall of revenue over expenses. Identification of the nature of the dispute and current status of all previously identified and current litigation, actions and all legal proceedings between the Academy and other entities including the dates of hearings, monetary or other settlements and other data identifying the status or conclusions of the matters. November 15 The Academy November 15 The Academy November 15 The Academy November 30 25. Liquidation of Assets. Assets must be liquidated in a manner to ensure the highest possible price is obtained. This may be done by retaining an auctioneer. If an asset is subject to a security interest, the secured party should be contacted. (Note, no asset may be given away, except as authorized by law. Furthermore, board members of the Academy and their relatives as well as employees and students of the 5

Academy should not purchase any asset unless the purchase is disclosed to the Academy s board and the disclosure is made a matter of record in the board s official proceedings and approved by a majority of the noninterested directors.) 26. Withholding Tax Return. File the final withholding tax return. (Treasury Form 165). 27. Tax Clearance Request. File a tax clearance request for corporate dissolution with the Michigan Department of Treasury. (Treasury Form 501). 28. Deposit of Records. Negotiate with appropriate legal entities to determine what body will be the final repository of the Academy s records. Such entities might include the Intermediate School District or local school district in which the Academy is located. Note, the Academy s records must be deposited with the repository as follows: All the Academy s business records and records relating to federal grants must be kept in accordance with 34 CFR 8042. The final repository for all the Academy s student records (that are not transferred to a student s new school) must retain those records in accordance with the Michigan Department of Education s Schedule for the Retention and Disposal of Public School Records. 1 In the event that student records have not been requested by another school, the student or the student s family by August 1,, a notice must be sent to the last known address of the student as soon as possible advising them where the record is located. The final repository of all teacher records must retain a record of the teacher s dates of employment with the Academy and what course he or The Academy 1 Michigan Department of Education Bulletin No. 522, Revised. Adopted March 18, 1997. 6

she taught while employed by the Academy. The final repository of all the Academy s business records should maintain the records in accordance with the Schedule for the Retention and Disposal of Public School records. 29. Attorney General s Approval. Obtain the Michigan Attorney General s letter approving the dissolution. 30 Certificate of Dissolution. After the Academy Board approves dissolution in the form of a dissolution resolution (the Dissolution Resolution ), a certificate of dissolution must be filed on behalf of the corporation stating the name of the corporation, the date and place of the Academy Board meeting, and a statement that the certificate of dissolution was approved by the requisite vote of directors and shareholders. Note that the Attorney General must receive notice at least 45 days before the certificate of dissolution is filed. 31. Final IRS Return. File the final return with the IRS. (Form 990 and Schedule A). 32. Final Distribution of Assets. All liabilities and obligations of the Academy must be paid and discharged (or adequate provision must be made therefore) to the extent of the Academy s assets. MCL. 450.2855(a). Any assets held subject to written conditions or limitations must be disposed of in accordance with those conditions or limitations. MCL 450.2855(b). Assets received and held by the Academy subject to limitations permitting their use only for charitable, eleemosynary, benevolent, educational, or similar purposes, but not held upon condition requiring return or with specific disposition instructions, shall be transferred or conveyed to one or more domestic or foreign nonprofit corporations, societies, or organizations, including governmental agencies, engaged in activities substantially similar to or consistent with those of the Academy. An itemized receipt must be obtained from each recipient of an asset containing the name, address The Academy The Academy January 2015 The Academy and The Academy and February 2015 February 2015 7

and telephone number of the recipient. MCL 450.2855(c). In closing out any federal grant and account for any federal grant funds, property owned by the federal government or property acquired under a federal grant must be distributed in accordance with federal regulations. See 34 CFR Part 80, subparts C and D. Property acquired substantially with funds appropriated under the State School Aid Act of 1979 must be sold in a manner to ensure the highest possible return. The proceeds (and any unsold assets) must be transferred to the State of Michigan through the Michigan Department of Education. The Michigan Department of Education will then transmit the funds to the State Treasurer who will deposit the proceeds in the state school aid fund. MCL 388.1618b. 33. Final Audit. Obtain a final audit of the Academy s financial affairs. The Academy and 34. Insurance Policy. The Academy must obtain an insurance policy to provide insurance coverage for a period of years following dissolution and winding up. Resolution Notification of Parents. Parents or legal guardians of any student and any student 18 years of age or older must be notified in writing of the adoption of the Termination Resolution. This should be done within thirty (30) days after the University Board adopts the Termination Resolution. The notice must advise the recipient to contact the school where the student intends to enroll and to have the student s new school contact T.J. Adams & Associates ( TJ Adams ) to have the student s educational record (commonly known as the CA-60) transferred to the new school. MCL 380.135. Resolution Follow-Up Student Transfer. A follow-up procedure must be established to determine where each student who has attained the age of 16 will continue his or her education. MCL 380.1561. The Academy June The Academy June The Academy June 8

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