10A-2A-7.09
Section 10A-2A-7.09 Remote participation in stockholders' meetings; meetings held solely by
remote participation. (a) Stockholders of any class or series of stock may participate in
any meeting of stockholders by means of remote communication to the extent the board of directors
authorizes participation for that class or series. Participation as a stockholder by means
of remote communication shall be subject to guidelines and procedures as the board of directors
adopts, and shall be in conformity with subsection (b). (b) Stockholders participating in
a stockholders' meeting by means of remote communication shall be deemed present and may vote
at that meeting if the corporation has implemented reasonable measures: (1) to verify that
each person participating remotely as a stockholder is a stockholder; and (2) to provide stockholders
participating remotely a reasonable opportunity to participate in the meeting and to vote
on matters submitted to the stockholders, including an opportunity...
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5-9A-2
Section 5-9A-2 Submission of reorganization plan to court for confirmation and approval. After
such plan for reorganization has been submitted to the board of directors of the bank so making
such request for a reorganization, the directors of such bank by and with the consent of 75
percent in value of the stockholders and 75 percent in value of the common creditors are authorized
and empowered to make a report of such plan to the circuit court of the county in which the
principal business office of the bank is located, such report to be accompanied by a petition
for its confirmation and approval. (Acts 1980, No. 80-658, §5-9-2.)...
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10A-2-11.05
Section 10A-2-11.05 Articles of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
After a plan of merger or share exchange is approved by the shareholders, or adopted by the
board of directors if shareholder approval is not required, the surviving or acquiring corporation
shall deliver to the Secretary of State for filing articles of merger or share exchange setting
forth: (1) The plan of merger or share exchange; (2) If shareholder approval was not required,
a statement to that effect; (3) If approval of the shareholders of one or more corporations
party to the merger or share exchange was required: (i) The designation, number of outstanding
shares, and number of votes entitled to be cast by each voting group entitled to vote separately
on the plan as to each corporation; and (ii) Either the total number of votes cast for and
against the plan by each voting group 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-3-7.03
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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27-30-30
Section 27-30-30 Directors or trustees. (a) The affairs of every domestic mutual aid association
shall be governed by a board of directors or board of trustees consisting of not less than
seven members, each of whom must be a member or stockholder of the corporation. (b) Directors
shall be elected by the members or stockholders of the association at the annual meeting of
stockholders or members. Directors may be elected for terms of not less than one nor more
than five years each and until their successors are elected and have qualified, as provided
in the association's bylaws. If to be elected for terms of more than one year, the bylaws
shall provide for a staggered term system under which the terms of a proportionate part of
the members of the board will expire on the date of each annual meeting of members or stockholders.
(c) A majority of the directors or trustees must at all times be residents of this state.
(Code 1940, T. 28, §§251, 256, 258; Acts 1971, No. 407, p. 707, §588.)...
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5-7A-3
Section 5-7A-3 Certificate of proceedings to be forwarded to Superintendent of Banks. A certificate
of all the proceedings, including a copy of the pertinent portion of the minutes of the meeting
of the board of directors at which the resolution under Section 5-7A-2 was passed, the notice
which was given to each stockholder and a copy of the minutes of the stockholders' meeting,
shall be made and certified to by the president and cashier of the institution under the seal
thereof and acknowledged before a notary public as deeds are required to be acknowledged by
a corporation and forwarded to the superintendent for his certificate of approval. (Acts 1980,
No. 80-658, §5-7-3.)...
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10A-2A-13.21
Section 10A-2A-13.21 Notice of intent to demand payment and consequences of voting or consenting.
(a) If a corporate action specified in Section 10A-2A-13.02(a) is submitted to a vote at a
stockholders' meeting, a stockholder who wishes to assert appraisal rights with respect to
any class or series of stock: (1) shall deliver to the corporation, before the vote is taken,
written notice of the stockholder's intent to demand payment if the proposed action is effectuated;
and (2) shall not vote, or cause or permit to be voted, any stock of the class or series in
favor of the proposed action. (b) If a corporate action specified in Section 10A-2A-13.02(a)
is to be approved by written consent, a stockholder who wishes to assert appraisal rights
with respect to any class or series of stock shall not sign a consent in favor of the proposed
action with respect to that class or series of stock. (c) If a corporate action specified
in Section 10A-2A-13.02(a) does not require stockholder approval...
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10A-2A-16.02
Section 10A-2A-16.02 Inspection rights of stockholders. (a) A stockholder of a corporation
is entitled to inspect and copy, during regular business hours at the corporation's principal
office, any of the records of the corporation described in Section 10A-2A-16.01(a), excluding
minutes of meetings of, and records of actions taken without a meeting by, the corporation's
board of directors and board committees established under Section 10A-2A-8.25, if the stockholder
gives the corporation a signed written notice of the stockholder's demand at least five business
days before the date on which the stockholder wishes to inspect and copy. (b) A stockholder
of a corporation is entitled to inspect and copy, during regular business hours at a reasonable
location specified by the corporation, any of the following records of the corporation if
the stockholder meets the requirements of subsection (c) and gives the corporation a signed
written notice of the stockholder's demand at least five...
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27-27-44
Section 27-27-44 Conversion of mutual insurer into stock insurer. (a) A mutual insurer may
become a stock insurer under such plan and procedure as may be approved by the commissioner
after a hearing thereon. (b) The commissioner shall not approve any such plan or procedure
unless: (1) It is equitable to the insurer's members; (2) It is subject to approval by vote
of not less than three-fourths of the insurer's current members voting thereon in person,
by proxy, or by mail at a meeting of members called for the purpose pursuant to such reasonable
notice and procedure as may be approved by the commissioner; if a life insurer, right to vote
may be limited to members who hold policies other than term or group policies and whose policies
have been in force for not less than one year; (3) The equity of each policyholder in the
insurer is determinable under a fair formula approved by the commissioner, which such equity
shall be based upon not less than the insurer's entire surplus, after...
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