10A-5A-10.01
Section 10A-5A-10.01 Conversion. (a) An organization other than a limited liability company
may convert to a limited liability company, and a limited liability company may convert to
an organization other than a limited liability company pursuant to this section, Sections
10A-5A-10.02 through 10A-5A-10.03, and a plan of conversion, if: (1) the governing statute
of the organization that is not a limited liability company authorizes the conversion; (2)
the law of the jurisdiction governing the converting organization and the converted organization
does not prohibit the conversion; and (3) the converting organization and the converted organization
each comply with the governing statute and organizational documents applicable to that organization
in effecting the conversion. (b) A plan of conversion must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of the converting
organization, and its unique identifying number or other...
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5-17-22
Section 5-17-22 Merger and conversion procedures. Any credit union, with the approval of the
Administrator of the Alabama Credit Union Administration, may merge with another credit union,
under the existing certificate of organization of the other credit union, pursuant to any
plan agreed upon by the majority of each board of directors of each credit union joining in
the merger. In addition to approval by the administrator and each board of directors, the
membership of the merging credit union must also approve the merger plan in the following
manner: (1) At a meeting called for that purpose, notice of which purpose must be contained
in the call, two-thirds of those voting may vote to approve the merger plan. Voting must be
conducted in accordance with the bylaws of the credit union. The notice must be provided to
the members at least 45 calendar days, but no more than 90 calendar days, prior to the date
of the meeting. (2) After agreement by the directors and approval by the members...
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10A-5A-1.03
Section 10A-5A-1.03 Knowledge; notice. (a) A person knows a fact when the person: (1) has actual
knowledge of it; or (2) is deemed to know it under law other than this chapter. (b) A person
has notice of a fact when the person: (1) knows of it; (2) receives notification of it; (3)
has reason to know the fact from all of the facts known to the person at the time in question;
or (4) is deemed to have notice of the fact under subsection (d). (c) A person notifies another
of a fact by taking steps reasonably required to inform the other person in ordinary course,
whether or not the other person knows the fact. (d) A person is deemed to have notice of a
limited liability company's: (1) matters included in the certificate of formation under Sections
10A-5A-2.01(a)(1), (a)(2), (a)(3), (a)(4) and, if applicable, (a)(5) upon filing; (2) dissolution,
90 days after a statement of dissolution under Section 10A-5A-7.02(b)(1) becomes effective;
(3) merger or conversion, 90 days after a statement of...
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27-31-28
Section 27-31-28 Merger or conversion of domestic insurer. (a) A domestic reciprocal insurer,
upon affirmative vote of not less than two thirds of its subscribers who vote on such merger,
pursuant to due notice and the approval of the commissioner of the terms therefor, may merge
with another reciprocal insurer or be converted to a stock or mutual insurer. (b) Such a stock
or mutual insurer shall be subject to the same capital or surplus requirements and shall have
the same rights as a like domestic insurer transacting like kinds of insurance. (c) The commissioner
shall not approve any plan for such merger or conversion which is inequitable to subscribers
or which, if for conversion to a stock insurer, does not give each subscriber preferential
right to acquire stock of the proposed insurer proportionate to his interest in the reciprocal
insurer, as determined in accordance with Section 27-31-27 and a reasonable length of time
within which to exercise such right. (Acts 1971, No. 407,...
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5-7A-62
Section 5-7A-62 Application to convert charter; written plan of conversion; authorizing resolution;
submission to superintendent; fee; tentative approval; vote of stockholders or members; directors;
articles of incorporation and bylaws; statement of superintendent's objections; amendment;
appeal of disapproval; application to FDIC; final approval and permit. Any savings institution
may apply to the superintendent for permission to convert its charter in order to do business
as a state chartered bank in accordance with the following procedures: (1) The board of directors
shall approve a written plan of conversion, the application for conversion and shall adopt
an authorizing resolution, all by a vote of a majority of all the directors. The plan of conversion
shall include a statement of: a. The proposed organization and management structure of the
resulting bank if the application were approved, and the proposed name under which it would
do business as a bank; b. The method and time...
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10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter,
unless the context otherwise requires, the following terms mean: (a) "Certificate of
formation," with respect to a limited liability company, means the certificate provided
for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent
limited liability company" means a constituent organization that is a limited liability
company. (c) "Constituent organization" means an organization that is party to a
merger under Article 10. (d) "Converted organization" means the organization into
which a converting organization converts pursuant to Article 10. (e) "Converting limited
liability company" means a converting organization that is a limited liability company.
(f) "Converting organization" means an organization that converts into another organization
pursuant to Article 10. (g) "Disqualified person" means any person who is not a
qualified person. (h) "Distribution" except...
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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...
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5-7A-40
Section 5-7A-40 Authorized; exchange of stock. Any state bank may, with the consent of the
holders of a majority in amount of its stock obtained at a meeting of the shareholders called
therefor, be converted or merged into or consolidate with a national bank, in such manner
as may, at the time of such conversion, merger or consolidation, be prescribed by the laws
of the United States, and the stock of such state bank may be exchanged for stock in such
national bank upon such terms as the consenting shareholders may, at the meeting at which
the conversion, merger or consolidation is authorized, determine or upon such terms as the
holders of a majority of the stock of such state bank may, at any other meeting called for
such purpose, determine. All proceedings relating to such a conversion, merger or consolidation
shall be conducted in accordance with the requirements of Chapter 2A of Title 10, except that
if any provision thereof shall conflict with or be more restrictive than the...
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10A-2A-9.15
Section 10A-2A-9.15 Effect of conversion. (a) When a conversion takes effect: (1) all property
and contract rights owned by the converting organization remain 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
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 continues as if the conversion had not occurred and the name of the converted
organization may, but need not, be substituted for the name of the converting organization
in any pending action or proceeding; (4) except as...
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10A-8A-9.05
Section 10A-8A-9.05 Effect of conversion. (a) When a conversion takes effect: (1) all property
and contract rights owned by the converting organization 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
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 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 any pending
action or proceeding; (4) except as prohibited by...
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