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10A-3-7.18
Section 10A-3-7.18 Survival of remedy after dissolution. The dissolution of a nonprofit
corporation either (1) by the filing of the articles of dissolution by the Secretary of State,
or (2) by an order of court when the court has not liquidated the assets and affairs of the
corporation as provided in this chapter, or (3) by operation of law, or (4) by expiration
of its period of duration, shall not take away or impair any remedy available to or against
the nonprofit corporation, its directors, officers, or members, for any right or claim existing,
or any liability incurred, prior to the dissolution if action or other proceeding thereon
is commenced within two years after the date of the dissolution. Any action or proceeding
by or against the nonprofit corporation may be prosecuted or defended by the nonprofit corporation
in its corporate name. The members, directors, and officers shall have power to take the corporate
or other action as shall be appropriate to protect the remedy,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.18.htm - 1K - Match Info - Similar pages
11-65-5
Section 11-65-5 Composition of commission; terms; qualifications; removal from office.
(a) Every commission shall have five members, which shall constitute its governing body. All
powers of a commission shall be exercised by its members or pursuant to their authorization.
The mayor or other chief executive officer of the sponsoring municipality and the president
or other designated presiding officer of the county commission of the host county shall each
serve as a member ex officio, unless such official exercises his or her right, as provided
in subsection (b), to appoint a fixed-term member to serve in lieu of such official. The service
of each such official as a member shall begin with the beginning of his or her tenure in such
office and shall end with the ending of such tenure or the appointment by such official of
a fixed-term member to serve in lieu of his or her ex officio service. The other three members
shall be appointed in the manner hereinafter prescribed as soon as may be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-65-5.htm - 17K - Match Info - Similar pages
11-47-216
Section 11-47-216 Certificate of incorporation of authorities - Form; execution and
acknowledgment; filing with probate judge; recordation by probate judge; amendment. (a) Within
40 days following the adoption of the most recent authorizing resolution, the applicants shall
proceed to incorporate an authority by filing for record in the office of the judge of probate
of the county in which the principal office of the authority is to be located a certificate
of incorporation which shall comply in form and substance with the requirements of this article
and which shall be in the form and executed in the manner provided in this article and shall
also be in the form theretofore approved by the governing body of each authorizing subdivision.
(b) The certificate of incorporation of the authority shall be signed and acknowledged by
the incorporators before an officer authorized by the laws of the state to take acknowledgment
to deeds. When the certificate of incorporation is filed for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-47-216.htm - 5K - Match Info - Similar pages
10A-20-12.01
Section 10A-20-12.01 Alteration or amendment of charter by corporations not of business
character; filing and contents of declarations; issuance of certificate; provisions cumulative.
(a) Unless otherwise provided, any corporation, not of a business character, may alter or
amend its charter whenever not less than three-fourths in number of its members, in case of
corporations having no central or general governing body, or where the corporations have a
central or general governing body, then whenever not less than three-fourths of the first
four principal officers of the central or general governing body, shall deliver to the Secretary
of State for filing, together with a filing fee in the amount prescribed in Chapter 1 for
an amendment to a certificate of formation, a declaration in writing signed by them setting
forth: (1) When the corporation was organized, its name and what changes, if any, it is desired
to make in the name; (2) The purposes of the corporation as the same are set...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-12.01.htm - 3K - Match Info - Similar pages
11-99B-5
Section 11-99B-5 Authorization and procedure for amendment of certificate of incorporation.
(a) The certificate of incorporation of any district may at any time and from time to time
be amended in the manner provided in this section. (b)(1) The board shall first adopt
a resolution proposing an amendment to the certificate of incorporation which shall be set
forth in full in the said resolution and which amendment may include, without limitation:
a. A change in the name of the district. b. The addition to the project or projects of the
district of a new project or projects and the proposed location thereof. c. Any matters which
might have been included in the original certificate of incorporation, or any change in any
such matters. (2) If any proposed amendment would add any new county, municipality, or public
corporation as a member of a district, such proposed amendment shall include, in addition:
a. Provisions for election of at least one director by the governing body of each such...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-99B-5.htm - 4K - Match Info - Similar pages
37-7-21
Section 37-7-21 Amendment of certificate of incorporation. A corporation created under
this chapter may amend its certificate of incorporation to change its corporate name, to increase
or reduce the number of its directors or to change any other provision therein, provided,
however, that no corporation shall amend its certificate of incorporation to embody therein
any purpose, power or provision which would not be authorized if its original certificate,
including such additional or changed purpose, power or provision, were offered for filing
at the time a certificate under this section is offered. Such amendment may be accomplished
by filing a certificate which shall be entitled and endorsed "CERTIFICATE OF AMENDMENT
OF _____ ELECTRIC MEMBERSHIP CORPORATION" and state: The name of the corporation, and
if it has been changed, the name under which it was originally incorporated; the date of filing
the certificate of incorporation in each public office where filed; the purposes, powers or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-7-21.htm - 2K - Match Info - Similar pages
10A-9A-10.08
Section 10A-9A-10.08 Filings required for merger; effective date. THIS SECTION
WAS AMENDED BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS
NOT IN THE CURRENT CODE SUPPLEMENT. (a) After each constituent organization has approved the
plan of merger, a statement of merger must be signed on behalf of: (1) each constituent limited
partnership, as provided in Section 10A-9A-2.03(a); and (2) each other constituent
organization, as provided by its governing statute. (b) A statement of merger under this section
must include: (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 numbers or other designations 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.08.htm - 4K - Match Info - Similar pages
11-89C-3
Section 11-89C-3 Public corporation - Procedure for incorporation. (a) Three or more
natural persons who are either the mayor of a municipality or the chair of a county governing
body of a county or counties in which a municipality is wholly or partially situated, may
file with their respective governing bodies a written application to incorporate a public
corporation pursuant to this chapter. If each of the governing bodies adopts a resolution
declaring that the formation of a public corporation is wise, expedient, and necessary, and
approves the proposed certificate of incorporation, the incorporators shall proceed to incorporate
the public corporation pursuant to this chapter by executing and filing for record in either
the office of the judge of probate of the participating county having the largest population
according to the last federal decennial census, or, if there is not a participating county,
in any county in which the municipality with the largest population according to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-89C-3.htm - 2K - Match Info - Similar pages
10A-20-5.01
Section 10A-20-5.01 Amendment of charter; fees for filing same; certified copy thereof.
(a) Any educational institution heretofore incorporated under special act of the Legislature
or under the general laws of the state may amend its charter as follows: (1) The trustees
of the corporation must adopt a resolution embracing the desired amendment of the charter,
which must be spread upon the minutes of the trustees; (2) If the trustees are not self-perpetuating,
but are appointed or elected by any persons or organization other than the trustees themselves,
a resolution embracing the desired amendments to the charter shall be submitted to the persons
or organization having the power to elect or appoint the trustees, and the resolution shall
be approved by the persons or organization having the power to elect or appoint the trustees;
(3) The resolution must then be submitted to the Governor, together with the approval of the
persons or organization having the power to appoint or elect the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-5.01.htm - 2K - Match Info - Similar pages
10A-2A-6.02
Section 10A-2A-6.02 Terms of class or series determined by board of directors. (a) When
any corporation desires to issue any shares of stock of any class or of any series of any
class of which the powers, designations, preferences, and relative, participating, optional,
or other rights, if any, or the qualifications, limitations, or restrictions thereof, if any,
shall not have been set forth in the certificate of incorporation or in any amendment thereto
but shall be provided for in a resolution or resolutions adopted by the board of directors
pursuant to authority expressly vested in it by the certificate of incorporation or any amendment
thereto, a certificate of designations setting forth a copy of the board resolution or resolutions
and the number of shares of stock of the class or series as to which the resolution or resolutions
apply shall be executed and delivered to the Secretary of State for filing and shall become
effective in accordance with Article 4 of Chapter 1. If the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.02.htm - 4K - Match Info - Similar pages
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