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...
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11-58-13
Section 11-58-13 Authority and procedure for dissolution of corporations; vesting of title to funds and properties thereof in municipalities or counties upon dissolution; effect of dissolution of corporation upon other such corporations. (a) Whenever the principal of and interest on all bonds of a corporation payable from the revenues derived from the operation of one or more medical clinics owned by the corporation have been paid in full, its board of directors of the corporation may, by resolution, determine that the purposes for which the corporation was formed have been substantially complied with, and shall thereupon execute and file for record in the office of the judge of probate of the county in which the corporation is organized a certificate of dissolution, reciting those facts and declaring the corporation to be dissolved. The certificate of dissolution shall be executed under the corporate seal of the corporation. (b) Upon the filing of the certificate of dissolution, the...
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11-89-4
Section 11-89-4 Filing of certificate of incorporation, copies of resolutions of governing bodies, etc., with probate judge; contents and execution of certificate of incorporation; notification of Secretary of State of recordation of certificate of incorporation by probate judge. (a) Within 40 days following the adoption of an authorizing resolution or, in the event an application was filed with more than one governing body within 40 days following the adoption of an authorizing resolution by that governing body that was the last to adopt an authorizing resolution, but if and only if each other governing body with whom such application was filed has theretofore adopted an authorizing resolution, the applicants shall proceed to incorporate a district by filing for record in the office of the judge of probate of the county in which the principal office of the district is to be located, as specified in the certificate of incorporation provided for in this section, a certificate of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-89-4.htm - 6K - Match Info - Similar pages
11-99B-4
Section 11-99B-4 Filing of certificate of incorporation and copies of resolutions of governing bodies with judge of probate; contents and execution of certificate of incorporation; notification of Secretary of State of recordation of certificate of incorporation by judge of probate. (a) Following the adoption of an authorizing resolution by that governing body that was the last to adopt an authorizing resolution, but if and only if each other governing body with whom such application was filed has theretofore adopted an authorizing resolution, the applicants shall proceed to incorporate a district by filing for record in the office of the judge of probate of the county in which the principal office of the district is to be located, as specified in the certificate of incorporation provided for in this section, a certificate of incorporation which shall comply with the requirements of this section and which shall be in the form and executed in the manner provided in this section. (b) The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-99B-4.htm - 5K - Match Info - Similar pages
11-50A-27
Section 11-50A-27 Dissolution of authority. When all bonds, bond anticipation notes and notes issued by the authority under the provisions of this chapter shall have been paid in full or otherwise satisfied, or when its obligations cease under every contract described in this chapter, whichever is later, the then chairman of the authority may, upon authorization of two-thirds of the membership of the board, thereupon execute and deliver in the name of and in behalf of the authority an appropriate deed, or deeds, or other appropriate instruments of conveyance, to which the seal of the authority shall be affixed and attested by the secretary-treasurer of the authority, whereby there shall be conveyed to the municipalities at that time represented on the election committee, in the proportion that each municipality's then existing voting power on the election committee bears to the total then existing voting power of all municipalities represented on the election committee, all the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50A-27.htm - 2K - Match Info - Similar pages
11-62-8
Section 11-62-8 Bonds and notes generally - Form, terms, denominations, etc.; execution, sale, delivery, redemption, etc.; security for payment of principal or interest; remedies upon default; liability of municipalities, board, etc., thereupon. (a) Any authority shall have power to issue from time to time its bonds and notes in such principal amount as its board shall determine to be necessary to provide sufficient funds for achieving any of its corporate purposes, including the payment of interest on any of its notes and bonds, the establishment of reserves to secure any such notes and bonds and all other expenditures of such authority incident to and necessary or convenient to carry out its corporate purposes and powers. Any authority shall also have the power to issue from time to time notes to renew notes and bonds to pay notes, including interest thereon and, whenever it deems refunding expedient, to refund any bonds by the issuance of new bonds, whether the bonds to be refunded...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-62-8.htm - 12K - Match Info - Similar pages
11-89-5
Section 11-89-5 Authorization and procedure for amendment of certificate of incorporation. (a) The certificate of incorporation of any district incorporated under the provisions of this chapter may at any time and from time to time be amended in the manner provided in this section. (b)(1) The board of directors of the district shall first adopt a resolution proposing an amendment to the certificate of incorporation which shall be set forth in full in the said resolution and which amendment may include: a. A change in the name of the district; b. The addition to the service area of the district of new territory lying within any municipality or, in the case of territory not lying within any municipality, any county in which the district's then existing service area lies; c. Provisions for the operation of a system or facility the operation of which is not then provided for in the certificate of incorporation of the district and which the district is authorized by this chapter to operate;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-89-5.htm - 8K - Match Info - Similar pages
22-21-174
Section 22-21-174 Incorporation - Certificate of incorporation - Amendment. The certificate of incorporation of any public corporation incorporated under this article may, at any time and from time to time, be amended in the following manner: (1) The board of directors of the corporation shall adopt a resolution setting forth the proposed amendment, which may include any proposed change in the name of such corporation, the inclusion of another municipality or municipalities as members thereof (provided each of such other municipalities is located, in whole or in part, in the county which is a member of the corporation) and any matter which might originally have been included in the certificate of incorporation. (2) If the governing body of the county and of each other member of the corporation and the governing body of each municipality, if any, which it is proposed shall be added as a member of the corporation shall by resolution consent to such proposed amendment, the chairman and...
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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...
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10A-2-13.02
Section 10A-2-13.02 Right to dissent. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03 or the articles of incorporation and the shareholder is entitled to vote on the merger or (ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04; (2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation of a sale or exchange by all, or substantially all, of the property of the corporation other than in the usual and regular course of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.02.htm - 3K - Match Info - Similar pages
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