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34-3-102
Section 34-3-102 Certificate of incorporation. When the application has been made, filed, and
recorded as herein provided, the applicants shall constitute a corporation under the name
proposed in the application, and the Secretary of State shall make and issue to the applicants
a certificate of incorporation, under the Great Seal of the State, and shall record the certificate
with the application. No fees shall be paid to the Secretary of State for any work in connection
with the incorporation of the corporation, which is hereinafter sometimes called "the
foundation." (Acts 1961, No. 670, p. 917, ยง3.)...
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37-6-14
Section 37-6-14 Merger generally. Any one or more cooperatives, each of which is hereinafter
designated a "merging cooperative," may merge into another cooperative, hereinafter
designated the "surviving cooperative," by complying with the following requirements:
The proposition for the merger of the merging cooperatives into the surviving cooperative
and proposed articles of merger to give effect thereto shall be first approved by the board
of trustees of each merging cooperative and by the board of trustees of the surviving cooperative.
The proposed articles of merger shall recite in the caption that they are executed pursuant
to this chapter and shall state: The name of each merging cooperative, the address of its
principal office and the date of the filing of its articles of incorporation in the Office
of the Secretary of State; the name of the surviving cooperative and the address of its principal
office; a statement that the merging cooperatives elect to be merged into the...
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11-54B-22
Section 11-54B-22 Merger of business improvement districts. (a) Without the approval of the
governing body of the municipality or the owners of the real property located within the geographical
areas of the districts, any two or more district management corporations located within the
same municipality may merge into one of such district management corporations pursuant to
Article 5 of Chapter 3A of Title 10, as well as this section. (b) Each district management
corporation shall adopt a plan of merger in compliance with subsection (b) of Section 10-3A-100,
which plan of merger, in addition, shall designate the self-help business improvement district
ordinance which shall be applicable to the surviving corporation, provided that such ordinance
was applicable to at least one of the corporations prior to the merger. (c) A plan of merger
shall be approved pursuant to subdivision (2) of subsection (a) of Section 10-3A-102. (d)
The articles of merger provided in Section 10-3A-103, shall...
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11-59-8
Section 11-59-8 Powers of corporations generally. The corporation shall have the following
powers together with all powers incidental thereto or necessary for the performance of those
hereinafter stated: (1) To have succession by its corporate name for the period specified
in the certificate of incorporation unless sooner dissolved as provided in this chapter; (2)
To sue and be sued and to prosecute and defend civil actions in any court having jurisdiction
of the subject matter and of the parties; (3) To have and to use a corporate seal and to alter
the same at pleasure; (4) To acquire, whether by condemnation, purchase, exchange, gift, lease,
devise or otherwise, and to construct, enlarge, improve, maintain, equip, and furnish one
or more facilities, including all real and personal properties which the board of directors
of the corporation may deem necessary or convenient in connection therewith and regardless
of whether or not any such facilities shall then be in existence and...
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10A-2A-11.07
Section 10A-2A-11.07 Effect of merger or stock exchange. (a) When a merger becomes effective:
(1) the surviving organization continues or, in the case of a surviving organization created
pursuant to the merger, comes into existence; (2) each constituent organization that merges
into the surviving organization ceases to exist as a separate entity; (3) except as provided
in the plan of merger, all property owned by, and every contract right possessed by, each
constituent organization that ceases to exist vests in the surviving organization without
transfer, reversion, or impairment and the title to any property and contract rights vested
by deed or otherwise in the surviving organization shall not revert, be in any way impaired,
or be deemed to be a transfer by reason of the merger; (4) all debts, obligations, and other
liabilities of each constituent organization, other than the surviving organization, are debts,
obligations, and liabilities of the surviving organization, and neither...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.07.htm - 5K - Match Info - Similar pages
11-62-3
Section 11-62-3 Application for authority to form corporation; adoption of resolution by governing
body authorizing incorporation; execution, acknowledgement, filing, recordation and contents
of certificate of incorporation; effect of granting of authority for incorporation upon incorporation
of other such corporations. (a) By proceeding in the manner set forth herein, any number of
natural persons, not less than three, may incorporate a special care facilities financing
authority in any municipality of the state. Such authority shall be organized as a public
corporation and instrumentality of the state with the powers hereinafter set forth. The incorporators
shall first file with the governing body of such municipality a written application seeking
permission to incorporate such authority, which application shall be accompanied by a proposed
form of certificate of incorporation for such authority and such supporting documents or evidence
as the incorporators may consider appropriate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-62-3.htm - 6K - Match Info - Similar pages
10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger has
been adopted and approved as required by this article, then a statement of merger shall be
signed by each party to the merger except as provided in Section 10A-2A-11.05(a). The statement
of merger must set forth: (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 number or other designation
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 organization,
the unique identifying number or other designation as assigned by the Secretary of State,
if any, of the surviving organization, the jurisdiction of the governing statute of the surviving
organization, and, if the surviving organization is created...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.06.htm - 6K - Match Info - Similar pages
2-3A-3
Section 2-3A-3 Incorporation of authority; procedure. (a) The Governor, the Commissioner of
Agriculture and Industries and the Director of Finance may incorporate and organize a public
corporation, with the power and authority hereinafter provided, by proceeding according to
the provisions of this article. To organize such a corporation, the Governor, the Commissioner
of Agriculture and Industries and the Director of Finance shall present to the Secretary of
State of Alabama an application signed by them which shall set forth: (1) The name and official
designation of each of the applicants, together with a certified copy of the commission evidencing
each applicant's right to office; (2) The date on which each applicant was inducted into office
and the term of office of each of the applicants; (3) The name of the proposed corporation,
which shall be the Alabama Agricultural Development Authority; (4) The location of the principal
office of the proposed corporation, which shall be in the...
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5-17-22
Section 5-17-22 Merger and conversion procedures. Any credit union, with the approval of the
Administrator of the Alabama Credit Union Administration, may merge with another credit union,
under the existing certificate of organization of the other credit union, pursuant to any
plan agreed upon by the majority of each board of directors of each credit union joining in
the merger. In addition to approval by the administrator and each board of directors, the
membership of the merging credit union must also approve the merger plan in the following
manner: (1) At a meeting called for that purpose, notice of which purpose must be contained
in the call, two-thirds of those voting may vote to approve the merger plan. Voting must be
conducted in accordance with the bylaws of the credit union. The notice must be provided to
the members at least 45 calendar days, but no more than 90 calendar days, prior to the date
of the meeting. (2) After agreement by the directors and approval by the members...
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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...
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