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...
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15-18-179
Section 15-18-179 Application for incorporation; certificate of incorporation; amendment; board
of directors; dissolution; funding; competitive bidding laws not applicable. (a) A public
corporation may be organized as a community punishment and corrections authority pursuant
to this article in any county or group of counties located in one or more judicial circuits.
In order to incorporate the public corporation, any number of natural persons, not less than
three, who are duly qualified electors of a proposed county or counties shall first file a
written application with the county commission or any two or more thereof. The application
shall contain all of the following: (1) The names of each county commission with which the
application is filed. (2) A statement that the applicants propose to incorporate an authority
pursuant to this article. (3) The proposed location of the principal office of the authority.
(4) A statement that each of the applicants is a duly qualified elector of...
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25-4-10
Section 25-4-10 Employment. (a) Subject to other provisions of this chapter, "employment"
means: (1) Any service performed prior to January 1, 1978, which was employment as defined
in this section prior to such date and, subject to the other provisions of this section, services
performed for remuneration after December 31, 1977, including service in interstate commerce,
by: a. Any officer of a corporation; or b. Any individual who, under the usual common law
rules applicable in determining the employer-employee relationship, has the status of an employee;
or c. Any individual other than an individual who is an employee under paragraphs a. or b.
of this subdivision (1) who performs services for remuneration for any person: 1. As an agent-driver
or commission-driver engaged in distributing meat products, bakery products, beverages (other
than milk) or laundry or dry cleaning services for a principal; 2. As a traveling or city
salesman engaged upon a full-time basis in the solicitation on...
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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-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-4-2.03
Section 10A-4-2.03 Powers of professional corporation generally; profession limited by certificate
of formation. (a) Subject to Section 10A-4-5.07, a domestic professional corporation, including
a professional corporation that is a nonprofit corporation, shall have all the powers necessary
or convenient to effectuate its purposes, including those enumerated in Sections 10A-1-2.11,
10A-1-2.12, and 10A-1-2.13. (b) A domestic professional corporation shall not engage in any
profession other than the profession permitted by its certificate of formation, except that
a domestic professional corporation may invest its funds in real estate, mortgages, stocks,
bonds, or any other type investment. (Acts 1983, No. 83-514, p. 763, §6; §10-4-385; amended
and renumbered by Act 2009-513, p. 967, §203.)...
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10A-3-3.01
Section 10A-3-3.01 Generally; incorporators. One or more persons, partnerships, domestic corporations
or foreign corporations, whether profit or nonprofit, may act as incorporator or incorporators
of a nonprofit corporation by signing the certificate of formation and delivering the same
to the Secretary of State for filing. (Acts 1984, No. 84-290, p. 502, §31; §10-3A-60; amended
and renumbered by Act 2009-513, p. 967, §181; Act 2020-73, §10.)...
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10A-20-6.02
Section 10A-20-6.02 Incorporation. (a) The incorporators of any corporation to be governed
by this article shall prepare and deliver to the Secretary of State for filing a certificate
of formation stating an intention to become a corporation, which certificate of formation
shall be signed by each of the incorporators and shall set forth: (1) The name of the proposed
corporation; (2) The objects and purposes for which the corporation is organized; (3) The
location of the principal office of the corporation in this state; and (4) The name and post
office address of each incorporator, not less than three in number. (b) The certificate of
formation may also contain any other provisions, not inconsistent with the provisions of this
article, which the incorporators may desire to insert for the regulation of the business or
affairs of the corporation or which would be permitted nonprofit corporations by the Alabama
Nonprofit Corporation Law. The filing of the certificate of formation shall be...
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10A-3-5.01
Section 10A-3-5.01 Procedure for merger. (a) Any two or more domestic nonprofit corporations
may merge into one of the corporations pursuant to a plan of merger approved in the manner
provided in this chapter. (b) Each nonprofit corporation shall adopt a plan of merger setting
forth: (1) The names of the nonprofit corporations proposing to merge, and the name of the
nonprofit corporation into which they propose to merge, which is hereinafter designated as
the surviving nonprofit corporation. (2) The terms and conditions of the proposed merger.
(3) A statement of any changes in the certificate of formation of the surviving nonprofit
corporation to be effected by the merger. (4) The other provisions with respect to the proposed
merger as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §41; §10-3A-100;
amended and renumbered by Act 2009-513, p. 967, §187.)...
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10A-3-5.02
Section 10A-3-5.02 Procedure for consolidation. (a) Any two or more domestic nonprofit corporations
may consolidate into a new nonprofit corporation pursuant to a plan of consolidation approved
in the manner provided in this chapter. (b) Each nonprofit corporation shall adopt a plan
of consolidation setting forth: (1) The names of the nonprofit corporations proposing to consolidate,
and the name of the new nonprofit corporation into which they propose to consolidate, which
is hereinafter designated as the new nonprofit corporation. (2) The terms and conditions of
the proposed consolidation. (3) With respect to the new nonprofit corporation, all of the
statements required to be set forth in the certificate of formation for nonprofit corporations
organized under this chapter. (4) The other provisions with respect to the proposed consolidation
as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §42; §10-3A-101; amended
and renumbered by Act 2009-513, p. 967, §187.)...
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