I would suggest contacting a business/ tax attorney in the Chicago area as this could get quite complicated. There may be other issues that you as a director need to address. Look in the AVVO directory for some good attorneys in your area.
Circular 230 Disclosure: To ensure compliance with requirements imposed by the IRS, any tax advice contained in this communication, including attachments thereto, was not written to be used and cannot be used for the purpose of (a) avoiding tax-related penalties under the Internal Revenue Code or (b) promoting, marketing or recommending to another party any tax-related matters addressed herein. If you would like a written opinion upon which you can rely for the purpose of avoiding penalties, please contact Steven F. Schroeder using the contact information set forth above.
You are governed by the doctrine of "cy pres" meaning, you have to give the profits to a similarly situated organization with a similar mission and 501(c)(3) status. The fact that you are part of a larger organization indicates that you may be obligated to let them administer your dissolution. Definitely get competent counsel to help. When in doubt, ask the IRS, they do issue opinion letters.
Telephone Assistance for Exempt Organizations, Retirement Plan Administrators, and Government Entities:
Hours of Operation: Monday – Friday, 8:00 a.m. to 5:00 p.m. Local Time.
No legal advice or research upon which one can rely is being provided here. The author assumes all inquiries on Avvo are hypothetical, or too general to give competent advice. The author strongly suggests all serious inquiries be taken to an attorney's office with the intent to hire competent counsel.
First, you should consider immediately filing your 990 EZs and filing for tax-exempt status again. It is possible you could get your new favorable determination letter from the National Office of the IRS quickly enough to save the sale for your group, which would be nice. That would especially be the case if you can get on the phone with someone at the National Office and ask for help. We know people at the National Office, and I am sure a good tax lawyer in Chicago will as well. Also, a good tax lawyer in Chicago will know with whom they must talk at the Attorney General's office in the State of Illinois so you are also re-qualified with the state.
Second, yes, it might be enough to make a liquidating transfer - as suggested by one of the other fine people who responded on AVVO - to the National Headquarters of your organization.
Third, if your organization has no assets, then there is nothing for the IRS to come after.