10A-3-2.44
Section 10A-3-2.44 Assertion of lack of capacity or power; defense of ultra vires No act of
a nonprofit corporation and no conveyance or transfer of real or personal property to or by
a nonprofit corporation shall be invalid by reason of the fact that the corporation was without
capacity of power to do an act or to make or receive a conveyance or transfer, but lack of
capacity of power may be asserted: (1) In a proceeding by a member or a director against the
nonprofit corporation to enjoin the doing or continuation of unauthorized acts, or the transfer
of real or personal property by or to the nonprofit corporation. If the unauthorized acts
or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract
to which the nonprofit corporation is a party, the court may, if all of the parties to the
contract are parties to the proceeding and if it deems the same to be equitable, set aside
and enjoin the performance of the contract, and in so doing may allow to...
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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-3-7.05
Section 10A-3-7.05 Voluntary dissolution - Articles of dissolution. If voluntary dissolution
proceedings have not been revoked, then when all debts, liabilities, and obligations of the
corporation shall have been paid and discharged, or adequate provision shall have been made
therefor, and all of the remaining property and assets of the nonprofit corporation shall
have been transferred, conveyed, or distributed in accordance with the provisions of this
chapter, articles of dissolution shall be executed for the 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, which statement shall set forth: (1) The name of the nonprofit
corporation. (2) That a statement of intent to dissolve the nonprofit corporation has theretofore
been filed, and the date on which the statement was filed. (3) That all debts, obligations,
and liabilities of the nonprofit corporation have been paid and...
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11-95-17
Section 11-95-17 Transfer of funds, assets, etc. to corporation. The authorizing county, any
municipality located, in whole or in part, within such county, whether or not the authorizing
municipality, and any public corporation in such county and any other public agency, authority
or body, whether or not incorporated, located or having its principal office in such county
are hereby authorized to transfer and convey to the corporation, with or without consideration,
any hospital facilities and other properties, real or personal, and all funds and assets,
tangible or intangible, relative to the ownership or operation of any hospital facilities
that may be owned by such county, municipality, public corporation or public agency, authority
or body, as the case may be, or that may be jointly owned by any one or more thereof, and
any funds owned or controlled by such county, municipality, public corporation or public agency,
authority or body, as the case may be, or jointly by any one or more...
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10A-3-7.10
Section 10A-3-7.10 Liquidation - Jurisdiction of court to liquidate assets and affairs of corporation.
(a) The circuit court of the county in which the nonprofit corporation's principal office
is located in this state, and if none in this state, the circuit court for the county in which
the nonprofit corporation's most recent registered office is located shall have full power
to liquidate the assets and affairs of a nonprofit corporation: (1) In an action by a member
or director when it is established: a. That the directors are deadlocked in the management
of the corporate affairs and that irreparable injury to the nonprofit corporation is being
suffered or is threatened by reason thereof, and either that the members are unable to break
the deadlock or there are no members having voting rights; b. That the acts of the directors
or those in control of the nonprofit corporation are illegal, oppressive, or fraudulent; c.
That the members entitled to vote in the election of directors are...
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11-22-19
Section 11-22-19 Transfer of assets from other public corporations. Any public corporation
organized pursuant to the provisions of any other law of this state may, either with or without
the payment of pecuniary consideration, transfer, assign, or convey all or any part of its
assets, including, but without limitation, land, interests in land, improvements, buildings,
structures, roads, utility facilities, cash, and any facilities which would be a part of a
project, to any corporation organized pursuant to the provisions of this chapter, and any
corporation so organized under the provisions of this chapter is authorized to assume any
obligation or indebtedness of any such other public corporation making such a conveyance,
transfer, or assignment; provided, that such indebtedness is payable solely out of the revenues
and income of a project or of the facilities and assets so transferred, assigned, or conveyed.
(Acts 1975, 3rd Ex. Sess., No. 139, §19.)...
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11-50-238
Section 11-50-238 Transfer of systems to corporation; powers of corporation as to conveyance,
etc., of title to systems. Each municipality which may now or hereafter own a system or systems
and which shall have authorized a corporation to be incorporated under the provisions of this
division, is hereby authorized to transfer and convey any such system or systems to such corporation
without the necessity of authorization at an election of the qualified voters of such municipality;
provided, that an ordinance authorizing such transfer and conveyance shall have theretofore
been duly enacted by the governing body of such municipality; provided further, that such
corporation shall assume and agree to pay, as the same become due and payable, the principal
of and interest on any obligations of such municipality that are payable from or secured by
the revenues from the system or systems so transferred or shall pay to such municipality at
the time of the transfer an amount of money sufficient...
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22-21-181
Section 22-21-181 Transfer of funds and assets by counties and municipalities. The county in
which the corporation is organized, any municipality located, in whole or in part, within
such county, whether or not a member of such corporation, and any public corporation in such
county and any other public agency, authority or body, whether or not incorporated, located
or having its principal office in the county are hereby authorized to transfer and convey
to the corporation, with or without consideration, any hospital and other properties, real
or personal, and all funds and assets, tangible or intangible, relative to the ownership or
operation of any hospital that may be owned by such county, municipality, public corporation
or public agency, authority or body, as the case may be, or that may be jointly owned by any
one or more thereof, and any funds owned or controlled by such county, municipality, public
corporation or public agency, authority or body, as the case may be, or jointly...
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27-6-7
Section 27-6-7 Securities and assets - Power of attorney to sell, etc. In lieu of the assignment,
transfer, or conveyance of securities and assets to the commissioner as provided for in subsection
(a) of Section 27-6-6 and at all events in connection with any deposit heretofore or hereafter
made through the commissioner, the commissioner may require or permit the depositing insurer
to deliver to him a power of attorney, executed by the lawful owner of such securities or
assets, authorizing the commissioner to transfer, sell, or exchange the same for the purposes
of the law under which the same are deposited or held on deposit. The power of attorney shall
specifically describe each of the securities and assets covered thereby and shall not be a
general power of attorney covering all securities and assets on deposit or thereafter deposited.
(Acts 1953, No. 727, p. 981, §1; Acts 1971, No. 407, p. 707, §103.)...
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22-21-336
Section 22-21-336 Transfer of funds and assets to authority. Any municipality, county, or educational
institution, any public hospital corporation and any other public agency, authority or body
is hereby authorized to transfer and convey to any authority, with or without consideration:
(1) Any health care facilities and other properties, real or personal, and all funds and assets,
tangible or intangible, relative to the ownership or operation of any such health care facilities
that may be owned by such municipality, county, educational institution, public hospital corporation
or other public agency, authority or body, as the case may be, or that may be jointly owned
by any two or more thereof, including, without limiting the generality of the foregoing, any
certificates of need, assurances of need or other similar rights appertaining or ancillary
thereto, irrespective of whether they have been exercised; and (2) Any funds owned or controlled
by such municipality, county, educational...
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