Organizational Transition. Local Church shall take all steps necessary to close and/or dissolve any legal entities of the Local Church and to settle, liquidate, or transfer all assets and obligations of such entities, or to establish any new legal entities, or to modify its current organizing documents as needed to effectuate its disaffiliation from The United Methodist Church, to the satisfaction of Annual Conference.
Organizational Transition. Local Church shall take all steps necessary to close and/or dissolve any legal entities and to settle, liquidate, or transfer all assets and obligations of such entities, or to establish any new legal entities, or to modify its current organizing documents, as needed to effectuate its disaffiliation from The United Methodist Church, to the satisfaction of Annual Conference. Local Church shall indemnify, defend, and hold harmless Annual Conference and its officers, directors, agents, and employees from any liability or costs (including reasonable attorney fees) resulting from any claim, action, or cause of action for damages to persons or property resulting from Local Church’s failure to take all necessary steps as required by this Section 5.
Organizational Transition. Local Church shall do the following in connection with its organizational transition relating to its disaffiliation:
Organizational Transition. Local Church shall take all steps necessary to close and/or dissolve any legal entities and to settle, liquidate, or transfer all assets and obligations of such entities, or to establish any new legal entities, or to modify its current organizing documents, as needed to effectuate its disaffiliation from The United Methodist Church, subject to the approval by the Annual Conference but without any obligation of the Annual Conference to assist with the preparation thereof. Local Church shall indemnify, defend, and hold harmless Annual Conference and its officers, directors, agents, and employees from any liability or costs (including reasonable attorney fees) resulting from any claim, action, or cause of action for damages to persons or property resulting from Local Church’s failure to take all necessary steps as required by this Section 5.
Organizational Transition. Prior to the Date of Disaffiliation, Local Church shall make reasonable efforts to remove all United Methodist branding and refrain from holding itself out as a United Methodist Church. Further, Local Church shall by the Date of Disaffiliation transfer all its property, debts, loans, liabilities and obligations to Newco. Local Church shall take all steps necessary to dissolve as a corporation in accordance with New York law within ninety (90) days after such Disaffiliation Date. Local Church shall indemnify, defend, and hold harmless the UNY Conference and its respective agents, officers, directors, and employees from any liability or costs (including reasonable attorney’s fees) resulting from any claim, action, or cause of action for damages of any kind or type resulting from Local Church’s failure to take all necessary steps as required by this Section and all other necessary steps as required under this Agreement.
Organizational Transition. Local Church shall take all steps necessary to dissolve any legal entities and to settle, liquidate, or transfer all assets and obligations of such entities, to establish any new legal entities as needed to effectuate its disaffiliation from The United Methodist Church, to the satisfaction of Annual Conference, including, but not limited to, obtaining a new Employer Identification Number (“EIN”) from the Internal Revenue Service. Annual Conference may require Local Church to obtain a new EIN and to have formed a new legal entity prior to transferring property as contemplated in this Disaffiliation Agreement. To the fullest extent permitted by law, Local Church shall indemnify, defend, and hold harmless Annual Conference and its current and former officers, directors, agents, and employees from any liability or costs (including reasonable attorney fees) resulting from any claim, action, or cause of action for damages to persons or property resulting from Local Church’s failure to take all necessary steps as required by this Section 5 and all other provisions of this Disaffiliation Agreement. Local Church will have all rights and duties as provided by law to wind up its affairs, including those that might exist after the Disaffiliation Date.
Organizational Transition. Local Church must take all steps necessary to dissolve any legal entities and to settle, liquidate, or transfer all assets and obligations of such entities, and to establish any new legal entities as needed to effectuate its withdrawal from The United Methodist Church, to the satisfaction of Annual Conference, including obtaining a new EIN from the Internal Revenue Service. Local Church must indemnify, defend, and hold harmless Annual Conference and its officers, directors, agents, and employees from any liability or costs(including reasonable attorney fees) resulting from any claim, action, or cause of action for damages to persons or property resulting from Local Church’s failure to take all necessary steps as required by this Section 5. It is recommended that Local Church establish itself as a corporation. Local Church will have all rights and duties as provided by law to wind up its affairs, including those that might exist after the Withdrawal Date.
Organizational Transition. Local Church shall to the satisfaction of the Conference Board of Trustees, acting in its sole discretion:
Organizational Transition. The Local Church shall take all steps necessary to close and/or dissolve any legal entities and to settle, liquidate, or transfer all assets and obligations of such entities, or to establish any new entities, or to modify its current organizational documents as needed to effectuate its disaffiliation from the United Methodist Church, to the satisfaction of the Annual Conference. The Local Church shall indemnify, defend, and hold harmless the Annual Conference and its officers, directors, agents and employees from any claim, liability, damage or cost (including reasonable attorney fees) resulting from, or in any way connected to , a) any claim, action, or cause of action for damages to persons or property resulting from the Local Church’s failure to take all necessary steps as required by this this section 5 or b) in any way connected with the property referred to in this document or in any way connected with the Local Church (its former or current agents, employees, officers, directors, pastor or any other person associated with the Local Church). Further, and independent of its indemnity obligation, the Local Church shall for a period of three (3) years after the Disaffiliation Date maintain standard commercial liability insurance, errors and omission insurance, and employment liability insurance with limits of liability not less than $1,000,000 which a) lists the Annual Conference and its officer, directors, agents, and employees as additional insureds with coverage to the same extent and on the same basis as the Local Church and b) which makes such insurance primary to any other available or collectible insurance which may be available to the Annual Conference and its officers, directors, agents and employees.
Organizational Transition. Local Church must take all steps necessary to dissolve any United Methodist-associated legal entities and to settle, liquidate, or transfer all assets and obligations of such entities, and to establish any new legal entities as needed to effect its withdrawal from The United Methodist Church, to the satisfaction of Annual Conference, including obtaining a new EIN from the Internal Revenue Service. Further, the new Local Church is and shall be responsible for preparing, remitting and timely filing all employer-employee payroll taxes and reports required by law to comply with related Department of Revenue, Internal Revenue Service obligations for both the former Local Church and the new Local Church (including but not limited to Forms 941s, W-2s, W-3s, 1099 et al). The Local Church must indemnify, defend, and hold harmless Annual Conference and its officers, directors, agents, and employees from any liability or costs (including reasonable attorney fees) resulting from any claim, action, or cause of action for damages to persons or property, unpaid taxes, penalties, and other payments resulting from Local Church’s failure to take all necessary steps as required by this Section 5. It is recommended that Local Church establish itself as a corporation. Local Church will have all rights and duties as provided by law to wind up its affairs, including those that might exist after the Withdrawal Date.
