37-6-18
Section 37-6-18 Dissolution. (a) A cooperative which has not commenced business may
dissolve voluntarily by delivering to the Secretary of State articles of dissolution, executed
and acknowledged on behalf of the cooperative by a majority of the incorporators, which shall
state: (1) The name of the cooperative; (2) The address of its principal office; (3) The date
of its incorporation; (4) That the cooperative has not commenced business; (5) That the amount,
if any, actually paid in on account of membership fees, less any part thereof disbursed for
necessary expenses, has been returned to those entitled thereto and that all easements shall
have been released to the grantors; (6) That no debt of the cooperative remains unpaid; and
(7) That a majority of the incorporators elect that the cooperative be dissolved. Such articles
of dissolution shall be submitted to the Secretary of State for filing as provided in this
chapter. (b) A cooperative which has commenced business may dissolve...
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16-17A-4
Section 16-17A-4 Articles of incorporation - Requirements. (a) In addition to any other
matters relating to the authority that the sponsoring university may choose to insert and
that are not inconsistent with state law, the articles of incorporation of an authority shall
include the following provisions: (1) The name of the authority, which shall include the word
Authority and shall include words identifying the sponsoring university. (2) The name of the
sponsoring university and the date on which the governing body of the sponsoring university
adopted a resolution authorizing the organization of the authority. (3) The name and address
of the registered agent of the authority. (4) A statement that the authority is organized
pursuant to the provisions of this chapter. (5) A statement that the authority shall exercise
all powers provided by law, unless the exercise by the authority of any of its powers hereunder
is limited in any way, in which case a statement of such limitations on the...
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10A-3-7.04
Section 10A-3-7.04 Voluntary dissolution - Revocation of voluntary dissolution proceedings.
(a) A nonprofit corporation may, at any time prior to the delivery of the articles of dissolution
to the Secretary of State for filing, revoke the action theretofore taken to dissolve the
nonprofit corporation, in the following manner: (1) If there are members entitled to vote
thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution
proceedings be revoked, and directing that the question of the revocation be submitted to
a vote at a meeting of members entitled to vote thereon, which may be either an annual or
a special meeting. Written notice stating that the purpose, or one of the purposes, of the
meeting is to consider the advisability of revoking the voluntary dissolution proceedings
shall be given to each member entitled to vote at the meeting, within the time and in the
manner provided in this chapter for the giving of notice of meetings of...
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16-17A-6
Section 16-17A-6 Board of directors. (a) Each authority shall have a board of directors
composed of the number of directors provided in the articles of incorporation. (b) All powers
of an authority shall be exercised by the board or pursuant to its authorization. (c) Except
for ex-officio directors specified in the articles of incorporation, all directors of an authority
shall be elected or appointed by the sponsoring university. The articles of incorporation
may provide that specified officers or employees of the sponsoring university shall be ex-officio
directors of an authority, so long as a majority of the directors are elected or appointed
by the sponsoring university. (d) The articles of incorporation may provide that a governmental
entity, a public corporation, or a nonprofit organization may nominate one or more directors
of an authority, provided that the number of directors elected or appointed by the sponsoring
university without nomination may never be less than a majority...
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10A-2A-14.02
Section 10A-2A-14.02 Dissolution by board of directors and stockholders. (a) The board
of directors may propose dissolution for submission to the stockholders by first adopting
a resolution authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it
shall then be approved by the stockholders. In submitting the proposal to dissolve to the
stockholders for approval, the board of directors shall recommend that the stockholders approve
the dissolution, unless (i) the board of directors determines that because of conflict of
interest or other special circumstances it should make no 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 the approval of the proposal for dissolution by stockholders or the effectiveness of the
dissolution. (d) If the approval of the stockholders is to be given at a meeting, the...
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14-6A-38
Section 14-6A-38 Dissolution. At any time when a regional jail authority has no bonds
or other obligations outstanding, its board may by affirmative vote of a majority of its members,
and with the prior approval of the city council of each municipality participating in the
regional jail authority, adopt a resolution declaring its intent that the authority shall
be dissolved. Written notice of intent to dissolve shall be immediately delivered to the municipal
council of each municipality participating in the regional jail authority. Dissolution shall
not take place less than 60 days following the written notice. At the expiration of 60 days
and upon the filing for record of a certified copy of the dissolution resolution in the office
of the judge of probate of the municipality in which the authority's 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...
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14-6A-9
Section 14-6A-9 Dissolution. At any time when a regional jail authority has no bonds
or other obligations outstanding, its board may by affirmative vote of a majority of its members,
and with the prior approval of the county commission of each county participating in the regional
jail authority, adopt a resolution declaring its intent that the authority shall be dissolved.
Written notice of intent to dissolve shall be immediately delivered to the county commission
of each county participating in the regional jail authority. Dissolution shall not take place
less than 60 days following the written notice. At the expiration of 60 days and upon the
filing for record of a certified copy of the dissolution resolution in the office of the judge
of probate of the county in which the authority's 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...
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16-50-23
Section 16-50-23 President of university; authority of board of trustees. (a) The board
of trustees shall appoint a president who shall serve as the chief executive officer of the
university and as secretary to the board and shall perform all services as may be required
by the board. The compensation of the president, including the emoluments and prerequisites
necessary to carry out the functions of the office, shall be fixed by the board. (b) The board
of trustees may act as a body, or may delegate by resolution or bylaw to a committee of the
board or to the president, the authority to do any of the following: (1) Institute, regulate,
alter, or modify the organization of the university, subject to the review and approval of
the board. (2) Appoint a corps of instructors who shall be styled the faculty of the university.
(3) Appoint other instructors, officers, and professionals as the interest of the university
may require. (4) Hire personnel, establish and implement personnel rules,...
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45-30-250.03
Section 45-30-250.03 Amendment to certificate of incorporation. (a) The certificate
of incorporation of the authority incorporated under 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. The amendment may include
any of the following: a. A change in the name of the authority. b. The addition to the service
area of the authority of new territory lying within Franklin County. c. Provisions for the
operation of a system or facility not currently provided for in the certificate of incorporation
of the authority for which the authority is authorized by this article to operate. d. Any
matters which could have been included in the original certificate of incorporation. e. Provisions
for the addition to the service area of the authority of new territory...
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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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