10A-5A-10.04
Section 10A-5A-10.04 Effect of conversion. (a) When a conversion takes effect: (1) all property and contract rights owned by the converting organization, or series thereof, remains vested in the converted organization without transfer, reversion, or impairment and the title to any property vested by deed or otherwise in the converting organization shall not revert or be in any way impaired by reason of the conversion; (2) all debts, obligations, or other liabilities of the converting organization, or series thereof, continue as debts, obligations, or other liabilities of the converted organization and neither the rights of creditors, nor the liens upon the property of the converting organization shall be impaired by the conversion; (3) an action or proceeding pending by or against the converting organization, or series thereof, continues as if the conversion had not occurred and the name of the converted entity may, but need not, be substituted for the name of the converting entity in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-10.04.htm - 4K - Match Info - Similar pages
10A-5-6.01
Section 10A-5-6.01 Admission of additional members. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) After the filing of a limited liability company's original certificate of formation, additional members may be admitted as follows: (1) In the case of a member acquiring an interest directly from the limited liability company, upon compliance with the operating agreement or, if the operating agreement does not provide for the admission of additional members, with the written consent of all members. (2) In the case of an assignee of an interest of a member, by complying with Section 10A-5-6.03. (b) The effective time of admission of a member to a limited liability company shall be the later of: (1) The date the limited liability company is formed. (2) The time provided in the operating agreement, or if no time is provided, then when the person's admission is reflected in the records of the limited liability company. (Acts 1993, No. 93-724, p. 1425,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-6.01.htm - 1K - Match Info - Similar pages
10A-5-7.01
Section 10A-5-7.01 Events of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. A limited liability company is dissolved and its affairs shall be wound up upon occurrence of the first of the following events: (1) Events specified in the governing documents. (2) Written consent of all members to dissolve. (3) When there is no remaining member, unless either of the following applies: a. The holders of all the financial rights in the limited liability company agree in writing, within 90 days after the cessation of membership of the last member, to continue the legal existence and business of the limited liability company and to appoint one or more new members. b. The legal existence and business of the limited liability company is continued and one or more new members are appointed in the manner stated in the governing documents. (4) When the limited liability company is not the successor limited liability company in the merger or consolidation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-7.01.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31B-21.htm - 5K - Match Info - Similar pages
10A-2A-9.12
Section 10A-2A-9.12 Action on a plan of conversion. In the case of a conversion of a corporation the plan of conversion shall be adopted in the following manner: (a) The plan of conversion shall first be adopted by the board of directors. (b) The plan of conversion shall then be approved by the stockholders. In submitting the plan of conversion to the stockholders for their approval, the board of directors must recommend that the stockholders approve the plan, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a 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 approval of the plan of conversion by the stockholders or the effectiveness of the plan of conversion. (d) If the approval of the stockholders is to be given at a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.12.htm - 2K - Match Info - Similar pages
10A-5-4.01
Section 10A-5-4.01 Management of the limited liability company; creation of classes; voting; rights; meetings. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Unless otherwise stated in the certificate of formation, the management of the limited liability company is vested in its members. Subject to any provisions in the operating agreement or this chapter restricting or enlarging the management rights and duties of any person or group or class of persons, the members shall have the right and authority to manage the business or affairs of the limited liability company and to make all decisions with respect thereto. (b) If the certificate of formation vests management of the limited liability company in one or more managers, then the managers shall have the power to manage the business or affairs of the limited liability company as provided in the operating agreement. Except as otherwise provided in the operating agreement, the managers: (1) Shall be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-4.01.htm - 3K - Match Info - Similar pages
10A-17-1.02
Section 10A-17-1.02 Definitions. In this chapter: (1) "Member" means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprofit association. (2) "Nonprofit association" means an unincorporated organization consisting of two or more members joined by mutual consent as an association for a stated common, nonprofit purpose, but does not include a limited liability company, general partnership, or limited partnership. In addition, joint tenancy, tenancy in common, or tenancy by the entireties does not by itself establish a nonprofit association, even if the co-owners share use of the property for a nonprofit purpose. (3) "Nonprofit purpose" shall be any purpose for which a nonprofit corporation could be organized under the Alabama Nonprofit Corporation Act, as amended, and where no part of income or profit is distributable to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-17-1.02.htm - 1K - Match Info - Similar pages
10A-2A-9.14
Section 10A-2A-9.14 Amendment of plan of conversion; abandonment. (a) A plan of conversion of a converting organization that is a corporation may be amended: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) in the manner provided in the plan, except that if the plan has been approved by the stockholders that were entitled to vote on, consent to, or approve of the plan, then those stockholders are entitled to vote on, consent to, or approve of any amendment of the plan that will change: (i) the amount or kind of eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing, to be received by any of the stockholders of the converting corporation under the plan; (ii) the organizational documents of the converted organization that will be in effect immediately after the conversion becomes effective, except...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.14.htm - 2K - Match Info - Similar pages
45-37-123.53
Section 45-37-123.53 Conversion of unpaid membership time to paid membership time. (a) Commission-authorized conversions. The commission, from time to time, may authorize members of the system to convert unpaid membership time to paid membership time if it determines that such conversion is in the public interest. Unpaid membership time may be converted to paid membership time only when specifically authorized by the commission, and as set forth below: (b) Pension board authorized conversions. The pension board, from time to time, may authorize members of the system to convert unpaid membership time to paid membership time if it determines that the conversion is in the best interest of the system. The conversion shall be conducted as set forth below. (1) ACTUARIAL STUDY AND CALCULATIONS. Before an opportunity to convert unpaid membership time to paid membership time shall be made available to any members, the pension board shall cause and the county shall pay for an actuarial...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-37-123.53.htm - 3K - Match Info - Similar pages
10A-1-8.04
Section 10A-1-8.04 Merger with or conversion from a foreign entity. (a) One or more foreign entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02, and a foreign entity may convert to a domestic entity, or a domestic entity may convert to a foreign entity in accordance with Section 10A-1-8.01 only if: (1) The merger or conversion is permitted by the law of the state or country under whose law each foreign entity is formed and each foreign entity complies with that law in effecting the merger or conversion. (2) In the case of a conversion, the foreign entity complies with the requirements of Section 10A-1-8.01. (3) In the case of a merger, the foreign entity complies with the requirements of Section 10A-1-8.02. (b) Upon the merger or conversion taking effect, the surviving foreign entity of a merger and the foreign converted entity in a conversion is deemed: (1) To consent that service of process in a proceeding to enforce any obligation or any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.04.htm - 3K - Match Info - Similar pages
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