10A-2A-14.02
Section 10A-2A-14.02 Dissolution by board of directors and stockholders. (a) The board of directors may propose dissolution for submission to the stockholders by first adopting a resolution authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it shall then be approved by the stockholders. In submitting the proposal to dissolve to the stockholders for approval, the board of directors shall recommend that the stockholders approve the dissolution, unless (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding. (c) The board of directors may set conditions for the approval of the proposal for dissolution by stockholders or the effectiveness of the dissolution. (d) If the approval of the stockholders is to be given at a meeting, the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.02.htm - 2K - Match Info - Similar pages
10A-2-14.02
Section 10A-2-14.02 Dissolution by board of directors and shareholders. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and (2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e). (c) Subject to the corporation's articles of incorporation, the board of directors may condition its submission of the proposal for dissolution on any basis, except that the board of directors may not decrease the vote required for approval under subsection (e)....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.02.htm - 2K - Match Info - Similar pages
10A-2A-12.02
Section 10A-2A-12.02 Stockholder approval of certain dispositions. (a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in Section 10A-2A-12.01, requires approval of the corporation's stockholders if the disposition would leave the corporation without a significant continuing business activity. A corporation will conclusively be deemed to have retained a significant continuing business activity if it retains a business activity that represented, for the corporation and its subsidiaries on a consolidated basis, at least (i) 25 percent of total assets at the end of the most recently completed fiscal year, and (ii) either 25 percent of either income from continuing operations before taxes or 25 percent of revenues from continuing operations, in each case for the most recently completed fiscal year. (b) To obtain the approval of the stockholders under subsection (a) the board of directors shall first adopt a resolution authorizing the disposition....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-12.02.htm - 4K - Match Info - Similar pages
10A-3-7.01
Section 10A-3-7.01 Voluntary dissolution - Procedure. (a) A nonprofit corporation may dissolve and wind up its affairs in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the nonprofit corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the nonprofit corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the nonprofit corporation shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting. (2)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.01.htm - 3K - Match Info - Similar pages
10A-3-7.04
Section 10A-3-7.04 Voluntary dissolution - Revocation of voluntary dissolution proceedings. (a) A nonprofit corporation may, at any time prior to the delivery of the articles of dissolution to the Secretary of State for filing, revoke the action theretofore taken to dissolve the nonprofit corporation, in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.04.htm - 3K - Match Info - Similar pages
10A-2A-10.03
Section 10A-2A-10.03 Amendment by board of directors and stockholders. If a corporation has issued stock, an amendment to the certificate of incorporation shall be adopted in the following manner: (a) The proposed amendment shall first be adopted by the board of directors. (b) Except as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment shall then be approved by the stockholders. In submitting the proposed amendment to the stockholders for approval, the board of directors shall recommend that the stockholders approve the amendment, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors must inform the stockholders of the basis for its so proceeding. (c) The board of directors may set conditions for the approval of the amendment by the stockholders or the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.03.htm - 3K - Match Info - Similar pages
10A-2A-9.12
Section 10A-2A-9.12 Action on a plan of conversion. In the case of a conversion of a corporation the plan of conversion shall be adopted in the following manner: (a) The plan of conversion shall first be adopted by the board of directors. (b) The plan of conversion shall then be approved by the stockholders. In submitting the plan of conversion to the stockholders for their approval, the board of directors must recommend that the stockholders approve the plan, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding. (c) The board of directors may set conditions for approval of the plan of conversion by the stockholders or the effectiveness of the plan of conversion. (d) If the approval of the stockholders is to be given at a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.12.htm - 2K - Match Info - Similar pages
10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation that is a constituent organization or the acquired entity in a stock exchange, the plan of merger or stock exchange shall be adopted in the following manner: (a) The plan of merger or stock exchange shall first be adopted by the board of directors. (b) Except as provided in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock exchange shall then be approved by the stockholders. In submitting the plan of merger or stock exchange to the stockholders for approval, the board of directors shall recommend that the stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2), that the stockholders tender their stock to the offeror in response to the offer, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation or (ii) Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.04.htm - 11K - Match Info - Similar pages
10A-2A-1.48
Section 10A-2A-1.48 Action on ratification. (a) The quorum and voting requirements applicable to a ratifying action by the board of directors under Section 10A-2A-1.47(a) shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken. (b) If the ratification of the defective corporate action requires approval by the stockholders under Section 10A-2A-1.47(c), and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative stock, regardless of whether entitled to vote, as of the record date for notice of the meeting and as of the date of the occurrence of defective corporate action, provided that notice shall not be required to be given to holders of valid or putative stock whose identities or addresses for notice cannot be determined from the records of the corporation. The notice must state that the purpose, or one of the purposes, of the meeting, is to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.48.htm - 3K - Match Info - Similar pages
10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other entity or entities are the same or another form of entity, may be accomplished as provided in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit corporation, that is a party to a merger, a plan of merger must be approved in accordance with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the governing documents of the corporation provide for approval of a merger by less than all of the corporation's stockholders, approval of the merger shall constitute corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation into a general or limited partnership may be effected without the consent in writing of each stockholder who will have personal liability with respect to the surviving entity, notwithstanding any provision in the governing documents of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
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