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-3-5.04
Section 10A-3-5.04 Articles of merger or consolidation. (a) Upon the approval, articles of merger or articles of consolidation shall be executed for each nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, and shall set forth: (1) The plan of merger or the plan of consolidation; (2) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, then as to each nonprofit corporation (i) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto; and (3) If any merging or consolidating nonprofit...
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10A-30-1.08
Section 10A-30-1.08 Board of governors; officers; bylaws; voting by members or shareholders; applicable to professional associations formed prior to January 1, 1984. A professional association organized pursuant to this article shall be governed by a board of governors elected by the members or shareholders and represented by officers elected by the board of governors, so that centralization of management will be assured, and no member shall have the power to bind the association within the scope of the association's business or profession merely by virtue of being a member or shareholder of the association. Members of the board of governors need not be members or shareholders of the professional association and officers need not be members of the board of governors; except, that the president shall be a member of the board of governors; provided, that no officer or member of the board of governors who is not duly licensed to practice the profession for which the professional...
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10A-5-4.02
Section 10A-5-4.02 Limited liability company property. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Property may be acquired, held, and conveyed in the name of the limited liability company. Any estate in real property may be acquired in the name of the limited liability company and title to any estate so acquired shall vest in the limited liability company itself rather than in the members individually. (b) All property originally contributed to the limited liability company or subsequently acquired by a limited liability company by purchase or otherwise is limited liability company property. A member has no interest in specific limited liability company property. (c) Except as provided in subsection (d), title to property of the limited liability company that is held in the name of the limited liability company may be transferred by an instrument of transfer executed by any member in the name of the limited liability company. (d) If the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-4.02.htm - 3K - 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-9A-10.04
Section 10A-9A-10.04 Filings required for conversion; 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 a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-9A-2.03(a) and which must include: (A) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion; (B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.04.htm - 6K - Match Info - Similar pages
10A-30-2.10
Section 10A-30-2.10 Appointment of a provisional director in certain cases; applicable to corporations formed as close corporations or electing close corporation status prior to January, 1 1995. (a) Notwithstanding any contrary provision of the governing documents or agreement of the shareholders, the circuit court of the county in which the registered office of the corporation is located may appoint a provisional director for a close corporation if the directors are so divided respecting the management of the corporation's business and affairs that the votes required for action by the board of directors cannot be obtained with the consequence that the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally. (b) An application for relief under this section must be filed (1) by at least one-half of the number of directors then in office, or (2) by the holders of at least one-third of all shares then entitled to elect directors,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.10.htm - 3K - Match Info - Similar pages
11-20-72
Section 11-20-72 Amending articles of authority. (a) The articles of an agriculture authority may at any time be amended in the manner provided in this section. The board of directors shall first adopt a resolution proposing an amendment to the articles, setting forth the full text of the amended language. An amendment may be made for the sole purpose of altering, in accordance with this article, the authorized operational area of the authority, provided the articles may not be amended to extend the operational area of the authority beyond the boundaries of the county in which the authority is incorporated. (b) After the adoption by the board of directors of an agriculture authority of a resolution proposing an amendment to the articles, the chair and the secretary shall sign and file with the county commission of the appropriate county a written application in the name and on behalf of the authority, under its seal, requesting that the county commission adopt a resolution approving...
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11-54-85
Section 11-54-85 Certificate of incorporation - Amendment. The certificate of incorporation may at any time and from time to time be amended so as to make any changes therein and add any provisions thereto which might have been included in the certificate of incorporation in the first instance. Any such amendment shall be effected in the following manner: The members of the board of directors of the board shall file with the governing body of the municipality an application in writing seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made. Such governing body shall consider such application and, if it shall by appropriate resolution duly find and determine that it is wise, expedient, necessary, or advisable that the proposed amendment be made and shall authorize the same to be made and shall approve the form of the proposed amendment, then the persons making such application shall execute an instrument embodying...
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11-59-6
Section 11-59-6 Certificate of incorporation - Amendment. The certificate of incorporation may at any time and from time to time be amended so as to make any changes therein and add any provisions therein which may be located any portion of the territory embraced within the first instance. Any such amendment shall be effected in the following manner: The members of the board of directors of the corporation shall file with the governing body of the municipality an application in writing seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made. Such governing body shall consider such application and, if it shall by appropriate resolution duly find and determine that it is wise, expedient, necessary, or advisable that the proposed amendment be made and shall authorize the same to be made, then the persons making such application shall execute an instrument embodying the amendment specified in such application and shall...
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