Board of Directors
The Naturist Society Foundation, Inc.
Re: Plans for the dissolution of the Foundation
Dear Members of the Board,
I’m writing as a member of the Foundation and as someone who served on the Board, including as Treasurer, from 2023 to 2025. I care a great deal about this organization and the community it has served, and I’m grateful for the work the current Board and volunteers have put into keeping it going. I also understand that the Board held a Town Hall to help explain its recent decisions over the weekend, which I was unable to attend, however I’ve received numerous “updates” from some in attendance, which has prompted me to write to you all.
I understand the Foundation plans to close by the end of this year. As a member, I’d like to understand how the dissolution will be handled, and I’d be grateful if you could share the plan. As you know, I’m not an attorney (and I understand the board is engaging an attorney for this matter, which I applaud) and I’m working from my knowledge of the TNSF Bylaws and the Wisconsin Statutes as I read them, so please correct me anywhere I’ve misunderstood. My questions are about process, not about second-guessing decisions the Board has already made.
THE DISSOLUTION PROCESS
The Foundation is a Wisconsin nonstock corporation, so I understand dissolution is governed by Chapter 181 of the Wisconsin Statutes (ss. 181.1401 to 181.1407), along with the Foundation’s articles and bylaws. The bylaws allow dissolution and appear to limit any transfer of assets to another 501(c)(3) organization, which is consistent with Wisconsin law. Could you tell me where things stand on the following?
- Approval. Under s. 181.1401, dissolution needs Board approval and, as TNSF is a member organization, approval by two-thirds of the membership votes cast or a majority of the voting power, whichever is less, unless the articles or bylaws require more. I understand that the Board voted to dissolve TNSF last month, however I have not seen any notice for the member vote. When is this planned? Members are entitled to notice stating that dissolution will be considered, with a copy or summary of the plan attached.
- The plan of dissolution. The statute requires the plan to state who will receive the Foundation’s assets after creditors are paid. Could members see the plan? Has a receiving 501(c)(3) been identified, how will it be chosen, and will members have a chance to weigh in?
- Winding up. Once dissolution takes effect, the Foundation may only do what is needed to wind up (s. 181.1405): preserving assets, paying or providing for its debts, and disposing of remaining property. Who is responsible for this, and what is the expected timeline?
- Articles of dissolution. These are filed with the Department of Financial Institutions (s. 181.1403), and the Foundation is dissolved on the effective date. When does the Board plan to file?
- Creditors. A dissolved corporation can give known creditors written notice with a claims deadline at least 120 days out (s. 181.1406), and claims can generally still be brought for two years after dissolution (s. 181.1407). Does the Foundation plan to use that notice process, and how does that fit a year-end closing?
- Members and what’s left. What will happen to the membership list, prepaid dues, the Foundation’s name, website and publications, and its records? I’m also curious how final tax filings will be handled.
THE SBA LOAN
My understanding is that the Foundation continues to have an outstanding COVID EIDL loan from the Small Business Administration with a balance exceeding $140,000. Because Wisconsin law has creditors paid before any assets go to another organization, this loan will shape how the rest of the wind-down works. I’d appreciate any clarity you can offer on these points:
- Balance and status. Is the balance close to $140,000, and is the loan current, deferred, or past due?
- Notice to the SBA. What notice does the loan agreement require when the borrower stops operating, and has the Foundation given the SBA notice that it is ceasing operations? If so, when and in what form, and has the SBA responded? If not, when does the Board plan to do it?
- Security. From my recollection, the loan requires security for any amount over $25,000, which may include the placement of a lien on the Foundation’s assets. How will that affect what can be transferred to another organization?
- Repayment plan. How does the Board plan to pay the loan? Will it come from the sale of assets or remaining cash, and has the Foundation talked with the SBA about a payoff, a payment arrangement, or a settlement?
- If the loan can’t be repaid in full. What is the plan if the remaining assets don’t cover the balance, and how will members be told what happens?
I know the Board is carrying a lot right now. A written reply, or a short update to the membership, whenever you’re able to send one, would be very helpful. Email works well for me, and I’m happy to review any documents you can share.
Thank you for your time, and for all that you have done for the Foundation.
Sincerely,
James Nunn
Member No: 2008060022
former Board member and Treasurer
