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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-5.04.htm - 1K - Match Info - Similar pages
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-3-5.06
Section 10A-3-5.06 Merger or consolidation of domestic and foreign nonprofit corporations.
(a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations
may be merged or consolidated in the following manner, if the merger or consolidation is permitted
by the laws of the state under which each foreign nonprofit corporation is organized: (1)
Each domestic nonprofit corporation shall comply with the provisions of this title with respect
to the merger or consolidation, as the case may be, of domestic nonprofit corporations and
each foreign nonprofit corporation shall comply with the applicable provisions of the laws
of the state under which it is organized. (2) If the surviving or new nonprofit corporation,
as the case may be, is to be governed by the laws of any state other than Alabama, it shall
comply with the provisions of this title with respect to foreign entities if it is to conduct
affairs in Alabama, and in every case it shall be deemed to have...
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10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting a plan of
merger or share exchange, the board of directors of each corporation party to the merger,
and the board of directors of the corporation whose shares will be acquired in the share exchange,
shall submit the plan of merger, except as provided in subsection (g), or share exchange for
approval by its shareholders. (b) For a plan of merger or share exchange to be approved: (1)
The board of directors must recommend the plan of merger or share exchange 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 with the plan; and (2) The shareholders entitled to vote must approve
the plan. (c) Subject to the corporation's articles of...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
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27-31B-21
Section 27-31B-21 Conversion to or merger with reciprocal insurer. (a) An association captive
insurance company or industrial insured group formed as a stock or mutual corporation may
be converted to or merged with and into a reciprocal insurer in accordance with a plan therefor
and this section. (b) A plan for this conversion or merger shall satisfy both of the following:
(1) Be fair and equitable to the shareholders, in the case of a stock insurer, or the policyholders,
in the case of a mutual insurer. (2) Provide for the purchase of the shares of any nonconsenting
shareholder of a stock insurer or the policyholder interest of any nonconsenting policyholder
of a mutual insurer in substantially the same manner and subject to the same rights and conditions
as are accorded a dissenting shareholder under Article 13, commencing with Section 10-2B-13.01,
of Chapter 2B of Title 10. (c) A conversion authorized under subsection (a) shall satisfy
all of the following: (1) The conversion shall...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - 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...
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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-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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