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10A-3-6.01
Section 10A-3-6.01 Sale, lease, exchange, or mortgage of assets. A sale, lease, exchange,
mortgage, pledge or other disposition of all, or substantially all, the property and assets
of a nonprofit corporation may be made upon the terms and conditions and for the consideration,
which may consist in whole or in part of money or property, real or personal, including shares
of any corporation for profit, domestic or foreign, as may be authorized in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition
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 stating that the purpose,
or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage,
pledge, or other disposition of all, or substantially all, the property...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-6.01.htm - 2K - Match Info - Similar pages
10A-3-7.02
Section 10A-3-7.02 Voluntary dissolution - Distribution of assets generally. The assets
of a nonprofit corporation in the process of dissolution shall be applied and distributed
as follows: (1) All liabilities and obligations of the nonprofit corporation shall be paid
and discharged, or adequate provision shall be made therefor; (2) Assets held by the nonprofit
corporation upon condition requiring return, transfer or conveyance, which condition occurs
by reason of the dissolution, shall be returned, transferred or conveyed in accordance with
the requirements; (3) Assets received and held by the nonprofit corporation subject to limitations
permitting their use only for charitable, religious, eleemosynary, benevolent, educational,
or similar purposes, but not held upon a condition requiring return, transfer or conveyance
by reason of the dissolution, shall be transferred or conveyed to one or more domestic or
foreign corporations, societies or organizations engaged in activities...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.02.htm - 2K - Match Info - Similar pages
10A-5-1.02
Section 10A-5-1.02 Definitions. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. As used in this chapter, unless the context otherwise requires,
the following terms mean: (1) ARTICLES OF ORGANIZATION. The filing instrument provided for
by Section 10A-5-2.01, or, if it has been amended or restated, as most recently amended
or restated. In the case of a foreign limited liability company, the term includes all documents
serving a similar function that are required to be filed to form the limited liability company
in the state or other jurisdiction where it is organized. The term articles of organization
as used in this chapter is synonymous with the term certificate of formation as defined in
Section 10A-1-1.03(6). In this chapter, the use of the term certificate of formation
shall be deemed to include articles of organization, and vice-versa. Together with the operating
agreement, the articles of organization or certificate of formation of a limited...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-1.02.htm - 3K - Match Info - Similar pages
10A-3-7.11
Section 10A-3-7.11 Procedure in liquidation of corporation by court. (a) In proceedings
to liquidate the assets and affairs of a nonprofit corporation, the court shall have the power
to issue restraining orders or injunctions, to appoint a receiver or receivers pendente lite,
with the powers and duties as the court, from time to time, may direct, and to take other
proceedings as may be requisite to preserve the corporate assets wherever situated, and carry
on the affairs of the nonprofit corporation until a full hearing can be had. (b) After a hearing
had upon the notice as the court may direct to be given to all parties to the proceedings
and to any other parties in interest designated by the court, the court may appoint a liquidating
receiver or receivers with authority to collect the assets of the nonprofit corporation. The
liquidating receiver or receivers shall have authority, subject to the order of the court,
to sell, convey, and dispose of all or any part of the assets of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.11.htm - 4K - Match Info - Similar pages
10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal
rights, and to obtain payment of the fair value of that stockholder's stock, in the event
of any of the following corporate actions: (1) consummation of a merger to which the corporation
is a party (i) if the corporation is a subsidiary and the merger is governed by Section
10A-2A-11.05 or (ii) if stockholder approval is required for the merger by Section
10A-2A-11.04, or would be required but for the provisions of Section 10A-2A-11.04(j),
except that appraisal rights shall not be available to any stockholder of the corporation
with respect to stock of any class or series that remain outstanding after consummation of
the merger; (2) consummation of a stock exchange to which the corporation is a party the stock
of which will be acquired, except that appraisal rights shall not be available to any stockholder
of the corporation with respect to any class or series of stock of the corporation that is
not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.02.htm - 7K - Match Info - Similar pages
10A-2A-9.13
Section 10A-2A-9.13 Statement of conversion; effectiveness. (a) After a plan of conversion
is approved: (1) if the converting organization is an organization formed under, or its internal
affairs are governed by, the laws of this state, the converting organization shall file a
statement of conversion in accordance with subsection (c), which statement of conversion must
be signed in accordance with Section 10A-1-4.01 and which must include: (A) the name,
type of organization, and mailing address of the principal office of the converting organization,
and its unique identifying number or other designation as assigned by the Secretary of State,
if any; (B) the date of the filing of the certificate of formation of the converting organization,
if any, and all prior amendments and the filing office or offices, if any, where the certificate
of formation and amendments are filed; (C) a statement that the converting organization has
been converted into the converted organization; (D) the name...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.13.htm - 6K - Match Info - Similar pages
30-6-6
Section 30-6-6 Establishment and funding of facilities. (a) In order to be certified,
each domestic violence center shall do all of the following: (1) Provide a facility that shall
serve as a center to receive and house persons who are victims of domestic violence. For the
purpose of this chapter, minor children and other dependents of a victim, when the dependents
are partly or wholly dependent on the victim for support or services, may be sheltered with
the victim in a domestic violence center. (2) Provide minimum services which shall include,
but not be limited to, information and referral services, counseling and case management services,
temporary emergency shelter for more than 24 hours for adult victims and their accompanying
children, a 24-hour hotline, training for law enforcement personnel, assessment and appropriate
referral of resident children, outreach services as defined by standards for counties without
a physical emergency shelter facility, and educational services for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/30-6-6.htm - 5K - Match Info - Similar pages
10A-1-3.07
Section 10A-1-3.07 Certificate of existence or registration. Unless provided otherwise
in a chapter of this title governing an entity: (a) The Secretary of State, upon request and
payment of the requisite fee, shall furnish to any person a certificate of existence for a
filing entity if the filing instruments filed with the Secretary of State show that the filing
entity has been formed under the laws of this state. A certificate of existence shall reflect
only the information on file with the Secretary of State. A certificate of existence must
state: (1) the filing entity's name; (2) that the filing entity was formed under the laws
of this state and the date of formation; (3) whether the filing entity has delivered to the
Secretary of State for filing a certificate of dissolution; (4) whether the filing entity
has delivered to the Secretary of State for filing a certificate of reinstatement; (5) the
unique identifying number or other designation of the filing entity as assigned by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.07.htm - 3K - Match Info - Similar pages
10A-9A-2.06
Section 10A-9A-2.06 Certificate of existence or authorization. (a) The Secretary of
State, upon request and payment of the requisite fee, shall furnish to any person a certificate
of existence for a limited partnership if the writings filed in the office of the Secretary
of State show that the limited partnership has been formed under the laws of this state. A
certificate of existence shall reflect only the information on file with the Secretary of
State. To the extent writings have been delivered to the Secretary of State, the certificate
of existence must state: (1) the limited partnership's name; (2) that the limited partnership
was formed under the laws of this state, the date of formation, and the filing office in which
the certificate of formation was filed; (3) whether a statement of dissolution of the limited
partnership has been delivered to the Secretary of State for filing; (4) whether the limited
partnership has delivered to the Secretary of State for filing a certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-2.06.htm - 3K - Match Info - Similar pages
10A-5-8.01
Section 10A-5-8.01 Special rules for limited liability companies performing professional
services. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017.
(a) A limited liability company shall have the power to render professional services if each
member or employee who renders professional services in Alabama is licensed or registered
to render those professional services pursuant to applicable Alabama law and if the limited
liability company complies with the limitations of this section. (b) Every individual
who renders professional services as a member or as an employee of a limited liability company
shall be liable for any negligent or wrongful act or omission in which the individual personally
participates to the same extent the individual would be liable if the individual rendered
the services as a sole practitioner. (c) The personal liability of a member, manager, or other
employee of any limited liability company engaged in providing professional...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-8.01.htm - 4K - Match Info - Similar pages
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