|
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.15.htm - 5K - Match Info - Similar pages
10A-20-5.01
Section 10A-20-5.01 Amendment of charter; fees for filing same; certified copy thereof. (a)
Any educational institution heretofore incorporated under special act of the Legislature or
under the general laws of the state may amend its charter as follows: (1) The trustees of
the corporation must adopt a resolution embracing the desired amendment of the charter, which
must be spread upon the minutes of the trustees; (2) If the trustees are not self-perpetuating,
but are appointed or elected by any persons or organization other than the trustees themselves,
a resolution embracing the desired amendments to the charter shall be submitted to the persons
or organization having the power to elect or appoint the trustees, and the resolution shall
be approved by the persons or organization having the power to elect or appoint the trustees;
(3) The resolution must then be submitted to the Governor, together with the approval of the
persons or organization having the power to appoint or elect the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-5.01.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-8A-9.05.htm - 4K - Match Info - Similar pages
10A-9A-10.05
Section 10A-9A-10.05 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.05.htm - 4K - Match Info - Similar pages
35-20-5
Section 35-20-5 Organization of associations; filing requirements; rulemaking authority; organizational
documents. (a) On or after January 1, 2016, a homeowners' association created pursuant to
a declaration shall be organized as a nonprofit corporation pursuant to Chapter 3 of Title
10A, and shall be governed in all respects as a nonprofit corporation. (b)(1) A homeowners'
association, its members, and directors shall be subject to all of the obligations, duties,
and responsibilities of and shall have all of the rights and benefits provided in Chapter
3 of Title 10A. (2) In addition or supplemental to any other filing required in Chapter 3
of Title 10A, a homeowners' association shall file the following documents with the Secretary
of State: a. Articles of incorporation. b. Bylaws, resolutions, or other governing documents
of the association. c. The original covenants, conditions, or restrictions adopted by the
association. (3) The Secretary of State shall implement and maintain an...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/35-20-5.htm - 3K - Match Info - Similar pages
10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
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-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
10A-5-9.02
Section 10A-5-9.02 Requirements for articles of merger; effective date. REPEALED IN THE 2014
REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) If a domestic limited liability
company is merging under this chapter, the domestic limited liability company or other business
entity surviving or resulting from the merger shall file articles of merger in the Office
of the Secretary of State. If a domestic limited liability company is filing the articles
of merger, the articles of merger shall be signed by at least one member of the domestic limited
liability company, and if another business entity is filing the articles of merger, the articles
of merger shall be signed by a person authorized by the other business entity. The articles
of merger shall state all of the following: (1) The name, jurisdiction, and date of formation
or organization of each of the domestic limited liability companies or other business entities
that are to merge. (2) That an agreement of merger has been...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5-9.02.htm - 3K - Match Info - Similar pages
10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
|