10A-8A-9.01
Section 10A-8A-9.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "Constituent organization"
means an organization that is party to a merger under this article. (2) "Constituent
partnership" means a constituent organization that is a partnership. (3) "Converted
organization" means the organization into which a converting organization converts pursuant
to this article. (4) "Converting organization" means an organization that converts
into another organization pursuant to this article. (5) "Converting partnership"
means a converting organization that is a partnership. (6) "Governing statute" of
an organization means the statute that governs the organization's internal affairs. (7) "Organization"
means a partnership, including a limited liability partnership; limited partnership, including
a limited liability limited partnership; limited liability company; business trust; corporation;...

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10A-3-2.01
Section 10A-3-2.01 Members. (a) A nonprofit corporation may have one or more classes of members
or may have no members. If the nonprofit corporation has one or more classes of members, the
designation of the class or classes, the manner of election or appointment and the qualifications
and rights of the members of each class shall be set forth in the governing documents. If
the nonprofit corporation has no members, that fact shall be set forth in the certificate
of formation. A nonprofit corporation may issue certificates evidencing membership therein.
(b) The members of the nonprofit corporation shall not be liable for obligations of the corporation.
(Acts 1984, No. 84-290, p. 502, §11; §10-3A-26; amended and renumbered by Act 2009-513,
p. 967, §171.)...
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10A-3-7.07
Section 10A-3-7.07 Involuntary dissolution - Grounds. A nonprofit corporation may be dissolved
involuntarily by an order of the circuit court of the county in which the principal office
of the nonprofit corporation in this state is located, and if none is located in this state,
the circuit court for the county in which the most recent registered office of the nonprofit
corporation is located in an action filed by the Attorney General when it is established that:
(1) The nonprofit corporation procured its certificate of formation through fraud; (2) The
nonprofit corporation has continued to exceed or abuse the authority conferred upon it by
law; (3) The nonprofit corporation has failed for 90 days to appoint and maintain a registered
agent in Alabama; or (4) The nonprofit corporation has failed for 90 days after change of
its registered agent to file in the office of the Secretary of State a statement of the change.
(Acts 1984, No. 84-290, p. 502, §54; §10-3A-146; amended and...
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10A-20-1.08
Section 10A-20-1.08 Fees to be paid to the Secretary of State. Upon the presentation to the
Secretary of State of any application provided for in this article, the applicant shall pay
to the Secretary of State the fee prescribed to be paid to the Secretary of State by Chapter
1 as follows: (1) for the filing of an application under Section 10A-20-1.02 to become a corporation
sole, the fee prescribed for filing a certificate of formation; (2) for the filing of an application
under Section 10A-20-1.05 for a certificate of succession, the fee prescribed for filing a
certificate of formation; (3) for the filing of an application under Section 10A-20-1.06 for
appointment of an administrator, the fee prescribed for filing a certificate of formation;
and (4) for the filing of an application to dissolve under Section 10A-20-1.07, the fee prescribed
for filing a statement or articles of dissolution. (Acts 1911, No. 429, p. 452; Code 1923,
§7119; Code 1940, T. 10, §122; §10-4-8; amended and...
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10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger has
been adopted and approved as required by this article, then a statement of merger shall be
signed by each party to the merger except as provided in Section 10A-2A-11.05(a). The statement
of merger must set forth: (1) the name, type of organization, and mailing address of the principal
office of each constituent organization, the jurisdiction of the governing statute of each
constituent organization, and the respective unique identifying number or other designation
as assigned by the Secretary of State, if any, of each constituent organization; (2) the name,
type of organization, and mailing address of the principal office of the surviving organization,
the unique identifying number or other designation as assigned by the Secretary of State,
if any, of the surviving organization, the jurisdiction of the governing statute of the surviving
organization, and, if the surviving organization is created...
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11-61A-3
Section 11-61A-3 Application for permission to incorporate. A municipal parking authority may
be organized as a public corporation in any Class 2 municipality of the state. Three or more
natural persons may file with the governing body of the municipality an application in writing
for permission to incorporate a public corporation to function as a municipal parking authority.
The applicants shall attach to the application a proposed form of certificate of incorporation
for the corporation. If the governing body receiving the application adopts a resolution approving
the form of the certificate of incorporation and authorizing the formation of a public corporation,
the applicants shall become the incorporators. The resolution does not have to be published
or posted. The applicants shall incorporate the authority as a public corporation as provided
in this chapter. (Acts 1994, No. 94-254, p. 470, §3.)...
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4-3-2
Section 4-3-2 Procedure for incorporation. Pursuant to the provisions of this article, airport
authorities may be organized as public corporations with the powers herein set forth. To organize
such a corporation, not less than three natural persons shall file with the governing body
of any one or more counties, cities or towns within this state an application in writing for
permission to incorporate a public corporation under the provisions of this article and shall
attach to such application a proposed form of certificate of incorporation for such corporation.
If each governing body with which the application is filed shall adopt a resolution (which
need not be published or posted) approving the form of such certificate of incorporation and
authorizing the formation of such a public corporation, then said applicants shall become
the incorporators of and shall proceed to incorporate the authority as a public corporation
in the manner hereinafter provided, using for that purpose the...
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10A-20-11.01
Section 10A-20-11.01 Alteration, amendment, or extension of charter by incorporated medical,
dental, pharmaceutical, etc., association. (a) Any incorporated medical association of the
State of Alabama, Alabama Dental Association, Alabama Pharmaceutical Association, or other
corporations organized similarly to the corporation or of a similar kind may alter, amend,
or extend its charter, or may do any two or all of these, in the manner following: (1) A written
resolution setting out the name of the corporation and embodying the proposed alterations,
amendments, or extensions shall be submitted to a lawful annual meeting of the corporation
or other lawful meeting of the corporation and adopted by a two-thirds vote of those present
at the meeting and lawfully entitled to vote on business matters coming before the meeting;
(2) The president, or some other executive officer of the corporation, and the secretary thereof
shall prepare, sign, and acknowledge as conveyances are acknowledged and...
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10A-3-5.01
Section 10A-3-5.01 Procedure for merger. (a) Any two or more domestic nonprofit corporations
may merge into one of the corporations pursuant to a plan of merger approved in the manner
provided in this chapter. (b) Each nonprofit corporation shall adopt a plan of merger setting
forth: (1) The names of the nonprofit corporations proposing to merge, and the name of the
nonprofit corporation into which they propose to merge, which is hereinafter designated as
the surviving nonprofit corporation. (2) The terms and conditions of the proposed merger.
(3) A statement of any changes in the certificate of formation of the surviving nonprofit
corporation to be effected by the merger. (4) The other provisions with respect to the proposed
merger as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §41; §10-3A-100;
amended and renumbered by Act 2009-513, p. 967, §187.)...
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10A-30-1.05
Section 10A-30-1.05 Certificate of formation; name of association; dissolution; applicable
to professional associations formed prior to January 1, 1984. Prior to January 1, 1984, person
or persons may form a professional association by executing and recording the certificate
of formation in the office of the judge of probate of the county in which the principal office
of the association is located, and must be by the judge recorded in a book kept for that purpose.
After recording the certificate of formation, the judge of probate shall endorse thereon a
certificate of registration, showing the book and page where recorded, and for services for
recording the certificate shall receive fifteen cents ($.15) for each 100 words of the certificate
of formation and two dollars fifty cents ($2.50) for examining the certificate of formation.
The person or persons forming the association shall adopt such name for the association as
they in their discretion may determine, provided that the name...
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