10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation
may at any time restate its certificate of formation as theretofore amended, in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed restated certificate of formation and directing that
they be submitted to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. (2) Written notice setting forth the proposed restated
articles or a summary of the provisions thereof shall be given to each member entitled to
vote thereon, within the time and in the manner provided in this chapter for the giving of
notice of meetings of members. If the meeting is an annual meeting, the proposed restated
articles or a summary of the provisions thereof may be included in the notice of the annual
meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
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10A-3-4.01
Section 10A-3-4.01 Procedure to amend certificate of formation of a nonprofit corporation.
(a) Amendments to the certificate of formation of a nonprofit corporation shall be made in
the following manner: (1) If there are members entitled to vote thereon, the board of directors
shall adopt a resolution setting forth the proposed amendment and directing that it 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 setting forth the proposed amendment or a summary of
the changes to be effected thereby 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. The proposed amendment 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)
If there are no members, or no members entitled to vote thereon, or...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
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 converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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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...
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10A-3-5.03
Section 10A-3-5.03 Approval of merger or consolidation. (a) A plan of merger or consolidation
shall be adopted in the following manner: (1) If the members of any merging or consolidating
nonprofit corporation are entitled to vote thereon, the board of directors of the nonprofit
corporation shall adopt a resolution approving the proposed plan and directing that it 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 setting forth the proposed plan or a summary
thereof 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 meeting of members. The
proposed plan 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) If any merging or consolidating
nonprofit corporation has no members, or no members entitled to vote...
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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)...
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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...
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10A-3-6.01
Section 10A-3-6.01 Sale, lease, exchange, or mortgage of assets. A sale, lease, exchange, mortgage,
pledge or other disposition of all, or substantially all, the property and assets of a nonprofit
corporation may be made upon the terms and conditions and for the consideration, which may
consist in whole or in part of money or property, real or personal, including shares of any
corporation for profit, domestic or foreign, as may be authorized in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution
recommending the sale, lease, exchange, mortgage, pledge or other disposition and directing
that it 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 sale, lease, exchange, mortgage, pledge,
or other disposition of all, or substantially all, the property...
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10A-3-7.03
Section 10A-3-7.03 Voluntary dissolution - Plan of distribution of assets. A plan providing
for the distribution of assets, not inconsistent with the provisions of this chapter, may
be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by
a nonprofit corporation for the purpose of authorizing any transfer or conveyance of assets
for which this chapter requires a plan of distribution, in the following manner: (1) If there
are members entitled to vote thereon, the board of directors shall adopt a resolution recommending
a plan of distribution and directing the submission thereof to a vote at a meeting of members
entitled to vote thereon, which may be either an annual or a special meeting. Written notice
setting forth the proposed plan of distribution or a summary thereof 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. The plan of...
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10A-20-7.20
Section 10A-20-7.20 Amendment of certificate of formation. (a) The certificate of formation
may be amended by the votes of the stockholders and the members of the corporation, voting
separately by classes, and the amendments shall require approval by the affirmative vote of
two thirds of the votes to which the stockholders shall be entitled and two thirds of the
votes to which the members shall be entitled; provided, that no amendment of the certificate
of formation which is inconsistent with the general purposes expressed in this article, which
authorizes any additional class of capital stock to be issued or which eliminates or curtails
the right of the state Comptroller to examine the corporation or the obligation of the corporation
to make reports as provided in Section 10A-20-7.18 shall be made; and provided further, that
no amendment of the certificate of formation which increases the obligation of a member to
make loans to the corporation, makes any change in the principal...
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