5-17-21
Section 5-17-21 Voluntary dissolution. (a) Unless otherwise provided in the bylaws of the credit
union, the membership of the credit union may elect to dissolve the credit union upon an affirmative
vote of two thirds of the members of the credit union who participate in the vote. (b) The
vote to voluntarily dissolve a credit union shall be taken at a meeting held for that purpose.
Voting by mail ballot shall be permitted. Notice of the meeting must state that the purpose
of the meeting is to vote on the voluntary dissolution of the credit union and must be mailed
to the last known address of each member of the credit union at least 30 calendar days prior
to the date of the meeting. The notice, at a minimum, shall also contain all of the following
information: (1) A general description of the implications of the dissolution process on the
deposit shares of members. (2) A general description of the implications of the dissolution
process on members who have borrowings with the credit...
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10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation
may at any time restate its certificate of formation as theretofore amended, in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed restated certificate of formation and directing that
they be submitted to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. (2) Written notice setting forth the proposed restated
articles or a summary of the provisions thereof shall be given to each member entitled to
vote thereon, within the time and in the manner provided in this chapter for the giving of
notice of meetings of members. If the meeting is an annual meeting, the proposed restated
articles or a summary of the provisions thereof may be included in the notice of the annual
meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
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10A-2A-14.02
Section 10A-2A-14.02 Dissolution by board of directors and stockholders. (a) The board of directors
may propose dissolution for submission to the stockholders by first adopting a resolution
authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it shall then be
approved by the stockholders. In submitting the proposal to dissolve to the stockholders for
approval, the board of directors shall recommend that the stockholders approve the dissolution,
unless (i) the board of directors determines that because of conflict of interest or other
special circumstances it should make no recommendation or (ii) Section 10A-2A-8.26 applies.
If either (i) or (ii) applies, the board of directors shall inform the stockholders of the
basis for its so proceeding. (c) The board of directors may set conditions for the approval
of the proposal for dissolution by stockholders or the effectiveness of the dissolution. (d)
If the approval of the stockholders is to be given at a meeting, the...
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10A-3-2.12
Section 10A-3-2.12 Board of directors; committees. If the governing documents of a nonprofit
corporation so provide, the board of directors, by resolution adopted by a majority of the
directors in office, may designate and appoint one or more committees each of which shall
consist of two or more directors, which committees, to the extent provided in the resolution,
or in the governing documents of the nonprofit corporation, shall have and exercise all the
authority of the board of directors, except that no committee shall have the authority of
the board of directors in reference to amending, altering, or repealing the bylaws; electing,
appointing, or removing any member of any committee or any director or officer of the corporation;
amending the certificate of formation, restating the certificate of formation, adopting a
plan of merger or adopting a plan of consolidation with another nonprofit corporation or other
entity authorizing the conversion of the nonprofit corporation into...
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41-10-395
Section 41-10-395 Board of directors; composition; actions of the authority; record of proceedings.
(a) The authority shall be governed by a board of directors, constituted as provided for in
this section. All powers of the authority shall be exercised by the board or pursuant to its
authorization. The directors shall elect officers of the board. The presence of a majority
of the members of the board of directors, or their designees, shall constitute a quorum for
the transaction of business. No vacancy on the board of directors or the voluntary disqualification
or abstention of any director thereof shall impair the right of a quorum of the board of directors
to act. Any action which may be taken at a meeting of the directors or committee of directors
may be taken without a meeting if a consent in writing, setting forth the action so taken,
is signed by all the directors or all the members of the committee of directors, as the case
may be. Such consent shall have the same force and...
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11-50A-6
Section 11-50A-6 Board of directors; election committee; meetings; officers; compensation;
recordkeeping. (a) The board of directors of the authority shall be elected by the duly designated
representatives of the municipalities which are authorized and directed to designate a member
of the election committee as hereinafter provided in this section. Until the first meeting
of the board of directors following the meeting in 2015 of the election committee hereinafter
provided for, the board of directors shall consist of nine members; thereafter, the board
shall consist of the number of members equal to the number of municipalities contracting with
the authority for the purchase of electric power and energy pursuant to Section 11-50A-17,
which are authorized and directed to designate a member of the election committee. Members
of the board of directors shall be eligible to succeed themselves. The business, affairs,
and property of the authority shall be managed by its board of directors....
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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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10A-2A-12.02
Section 10A-2A-12.02 Stockholder approval of certain dispositions. (a) A sale, lease, exchange,
or other disposition of assets, other than a disposition described in Section 10A-2A-12.01,
requires approval of the corporation's stockholders if the disposition would leave the corporation
without a significant continuing business activity. A corporation will conclusively be deemed
to have retained a significant continuing business activity if it retains a business activity
that represented, for the corporation and its subsidiaries on a consolidated basis, at least
(i) 25 percent of total assets at the end of the most recently completed fiscal year, and
(ii) either 25 percent of either income from continuing operations before taxes or 25 percent
of revenues from continuing operations, in each case for the most recently completed fiscal
year. (b) To obtain the approval of the stockholders under subsection (a) the board of directors
shall first adopt a resolution authorizing the disposition....
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24-1A-4
Section 24-1A-4 Members, officers and directors; appointment; qualifications; meetings of board
and public notice thereof; salaries; record of proceedings; copies of proceedings as evidence;
permanent maintenance of official record; members, officers, etc., not personally liable;
legislative oversight committee established; composition; appointment; expenses. (a) The applicants
named in the application, being the seven initial appointees of the Governor by congressional
districts, the Director of Finance ex officio and the Superintendent of Banks ex officio,
and their respective successors in office, together with the State Treasurer ex officio, an
appointee of the Governor from the state at large and the appointees of the Speaker of the
House and the Lieutenant Governor, and their respective successors in office, shall constitute
the members of the authority. The Governor shall, as soon as convenient after the passage
of this chapter, appoint one person from each of the now existing...
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15-22-1.1
Section 15-22-1.1 Interstate Compact for Adult Offender Supervision. Whereas: The Interstate
Compact for the Supervision of Parolees and Probationers was established in 1937, it is the
earliest corrections "compact" established among the states and has not been amended
since its adoption over 62 years ago; Whereas: This compact is the only vehicle for the controlled
movement of adult parolees and probationers across state lines, and it currently has jurisdiction
over more than a quarter of a million offenders; Whereas: The complexities of the compact
have become more difficult to administer, and many jurisdictions have expanded supervision
expectations to include currently unregulated practices such as victim input, victim notification
requirements, and sex offender registration; Whereas: After hearings, national surveys, and
a detailed study by a task force appointed by the National Institute of Corrections, the overwhelming
recommendation has been to amend the document to bring about...
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