10A-2A-14.04
Section 10A-2A-14.04 Revocation of dissolution; reinstatement. (a) A corporation may revoke
its dissolution within 120 days after its effective date and be reinstated. (b) Revocation
of dissolution and reinstatement shall be authorized in the same manner as the dissolution
was authorized unless that authorization permitted revocation and reinstatement by action
of the board of directors alone, in which event the board of directors may revoke the dissolution
and effect the reinstatement without stockholder action. (c) After the revocation of dissolution
and reinstatement is authorized, the corporation may revoke the dissolution and effect the
reinstatement by delivering to the Secretary of State for filing a certificate of revocation
of dissolution and reinstatement, together with a copy of its certificate of dissolution,
that sets forth: (1) the name of the corporation; (2) the effective date of the dissolution
that was revoked; (3) the date that the revocation of dissolution and...
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10A-2A-8.58
Section 10A-2A-8.58 Variation by corporate action; application of division. (a) A corporation
may, by a provision in its certificate of incorporation, bylaws, or in a resolution adopted
or a contract approved by the board of directors or stockholders, obligate itself in advance
of the act or omission giving rise to a proceeding to provide indemnification in accordance
with Section 10A-2A-8.51 or advance funds to pay for or reimburse expenses in accordance with
Section 10A-2A-8.53. Any obligatory provision shall be deemed to satisfy the requirements
for authorization referred to in Section 10A-2A-8.53(c) and in Section 10A-2A-8.55(c). Any
provision that obligates the corporation to provide indemnification to the fullest extent
permitted by law shall be deemed to obligate the corporation to advance funds to pay for or
reimburse expenses in accordance with Section 10A-2A-8.53 to the fullest extent permitted
by law, unless the provision expressly provides otherwise. (b) A right of...
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11-89-36
Section 11-89-36 Dissolution. Upon dissolution of a special corporation, all assets of the
corporation shall be vested in the district. The dissolution may occur by expiration of the
corporate life of the special corporation by the terms of its certificate of incorporation,
or by adoption of a resolution to dissolve by the board of directors of the special corporation,
if it has no bonds outstanding. (Acts 1994, No. 94-707, p. 1370, §7.)...
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37-7-19
Section 37-7-19 Dissolution. Any corporation created under this chapter may be dissolved by
filing in the Office of the Secretary of State a certificate which shall be entitled and endorsed
"CERTIFICATE OF DISSOLUTION of _____" (the blank space being filled in with the
name of the corporation) and shall state: The name of the corporation and, if such corporation
is a corporation resulting from a consolidation as provided in this chapter, the names of
the original corporation; the date of filing of the certificate of incorporation in the Office
of the Secretary of State and, if such corporation is a corporation resulting from a consolidation
as provided in this chapter, the dates on which the certificates of incorporation of the original
corporations were filed in the Office of the Secretary of State; the fact that the corporation
elects to dissolve; the name and post office address of each of its directors and the name,
title and post office address of each of its officers. Such...
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16-18-21
Section 16-18-21 Dissolution of authority and vesting of title to its properties. At any time
when the authority does not have any bonds outstanding and when there shall be no obligations
assumed by the authority that are then outstanding, the board may adopt a resolution, which
shall be duly entered upon its minutes, declaring that the authority shall be dissolved. Upon
the filing for record of a certified copy of said resolution in the office of the judge of
probate of the county in which the authority's original certificate of incorporation was filed,
the authority shall thereupon stand dissolved, and in the event it owned any property at the
time of its dissolution the title to all its property shall thereupon vest in the determining
municipality. In the event the authority shall at any time have outstanding bonds issued hereunder
payable out of the revenues from various ancillary improvements, then, as and when the principal
of and the interest on all bonds payable, in whole or in...
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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-2A-6.40
Section 10A-2A-6.40 Distributions to stockholders. (a) The board of directors may authorize
and the corporation may make distributions to its stockholders subject to restriction by the
certificate of incorporation and the limitation in subsection (c). (b) The board of directors
may fix the record date for determining stockholders entitled to a distribution, which date
may not be retroactive. If the board of directors does not fix a record date for determining
stockholders entitled to a distribution (other than one involving a purchase, redemption,
or other acquisition of the corporation's stock), the record date is the date the board of
directors authorizes the distribution. (c) No distribution may be made if, after giving it
effect: (1) the corporation would not be able to pay its debts as they become due in the usual
course of business; or (2) the corporation's total assets would be less than the sum of its
total liabilities plus (unless the certificate of incorporation permits...
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10A-3-7.18
Section 10A-3-7.18 Survival of remedy after dissolution. The dissolution of a nonprofit corporation
either (1) by the filing of the articles of dissolution by the Secretary of State, or (2)
by an order of court when the court has not liquidated the assets and affairs of the corporation
as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period
of duration, shall not take away or impair any remedy available to or against the nonprofit
corporation, its directors, officers, or members, for any right or claim existing, or any
liability incurred, prior to the dissolution if action or other proceeding thereon is commenced
within two years after the date of the dissolution. Any action or proceeding by or against
the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its
corporate name. The members, directors, and officers shall have power to take the corporate
or other action as shall be appropriate to protect the remedy,...
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11-54-189
Section 11-54-189 Dissolution of authority and vesting of title to property in authorizing
municipality. At any time when an authority has no bonds or other obligations outstanding,
its board may adopt a resolution, which shall be duly entered upon its minutes, declaring
that the authority shall be dissolved. Upon filing for record of a certified copy of the said
resolution in the office of the judge of probate of the county with which the authority's
certificate of incorporation is filed, the authority shall thereupon stand dissolved and in
the event it owned any property at the time of its dissolution, the title to all its properties
shall thereupon pass to the authorizing municipality. (Acts 1980, No. 80-648, p. 1235, §20.)...

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11-88-5
Section 11-88-5 Authorization and procedure for amendment of certificate of incorporation.
(a) The certificate of incorporation of any authority incorporated under the provisions of
this article 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 authority shall first adopt a resolution proposing
an amendment to the certificate of incorporation which shall be set forth in full in the resolution
and which amendment may include: a. A change in the name of the authority; b. The addition
to the service area of the authority of new territory lying within the determining county;
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 authority and which the authority
is authorized by this article to operate; d. Any matters which might have been included in
the original certificate of incorporation; e. Provisions for the addition...
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