Utah Code § 16-6a-1401: Dissolution by incorporators or directors if no members.

(1) If a nonprofit corporation has no members, the following may authorize the dissolution of the nonprofit corporation:

(a) a majority of its directors; or

(b) if it has no directors, a majority of its incorporators.

(2) The directors or incorporators in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid.