37-6-13
Section 37-6-13 Consolidation generally. Any two or more cooperatives, each of which is hereinafter
designated a "consolidating cooperative," may consolidate into a new cooperative,
hereinafter designated the "new cooperative," by complying with the following requirements:
The proposition for the consolidation of the consolidating cooperatives into the new cooperative
and proposed articles of consolidation to give effect thereto shall be first approved by the
board of trustees of each consolidating cooperative. The proposed articles of consolidation
shall recite in the caption that they are executed pursuant to this chapter and shall state:
The name of each consolidating cooperative, the address of its principal office and the date
of the filing of its articles of incorporation in the office of the secretary of state; the
name of the new cooperative and the address of its principal office; the names and addresses
of the persons who shall constitute the first board of trustees of the...
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37-6-7
Section 37-6-7 Articles of incorporation - Amendment. A cooperative may amend its articles
of incorporation by complying with the following requirements: The proposed amendment shall
be first approved by the board of trustees and shall then be submitted to a vote of the members
at any annual or special meeting thereof, the notice of which shall set forth the proposed
amendment. The proposed amendment, with such changes as the members shall choose to make therein,
shall be deemed to be approved on the affirmative vote of not less than two thirds of those
members voting thereon at such meeting; and, upon such approval by the members, articles of
amendment shall be executed and acknowledged on behalf of the cooperative by its president
or vice-president, and its corporate seal shall be affixed thereto and attested by its secretary.
The articles of amendment shall recite in the caption that they are executed pursuant to this
chapter and shall state: The name of the cooperative; the address...
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37-6-16
Section 37-6-16 Conversion of existing corporation into cooperative. Any corporation organized
under the laws of this state for the purpose, among others, of supplying electric energy to
its members may be converted into a cooperative and become subject to this chapter with the
same effect as if originally organized under this chapter by complying with the following
requirements: The proposition for the conversion of such corporation into a cooperative and
proposed articles of conversion to give effect thereto shall be first approved by the board
of trustees or the board of directors, as the case may be, of such corporation. The proposed
articles of conversion shall recite in the caption that they are executed pursuant to this
chapter and shall state: The name of the corporation prior to its conversion into a cooperative;
the address of the principal office of such corporation; the date of the filing of articles
of incorporation of such corporation in the office of the secretary of...
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37-6-14
Section 37-6-14 Merger generally. Any one or more cooperatives, each of which is hereinafter
designated a "merging cooperative," may merge into another cooperative, hereinafter
designated the "surviving cooperative," by complying with the following requirements:
The proposition for the merger of the merging cooperatives into the surviving cooperative
and proposed articles of merger to give effect thereto shall be first approved by the board
of trustees of each merging cooperative and by the board of trustees of the surviving cooperative.
The proposed articles of merger shall recite in the caption that they are executed pursuant
to this chapter and shall state: The name of each merging cooperative, the address of its
principal office and the date of the filing of its articles of incorporation in the Office
of the Secretary of State; the name of the surviving cooperative and the address of its principal
office; a statement that the merging cooperatives elect to be merged into the...
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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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10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation
may at any time restate its certificate of formation as theretofore amended, in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed restated certificate of formation and directing that
they be submitted to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. (2) Written notice setting forth the proposed restated
articles or a summary of the provisions thereof shall be given to each member entitled to
vote thereon, within the time and in the manner provided in this chapter for the giving of
notice of meetings of members. If the meeting is an annual meeting, the proposed restated
articles or a summary of the provisions thereof may be included in the notice of the annual
meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
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27-31B-3
Section 27-31B-3 Licensing. (a) Any captive insurance company, when permitted by its articles
of association, charter, or other organizational document, may apply to the commissioner for
a license to do any and all insurance defined in Sections 27-5-2, 27-5-4, and 27-5-5, in subdivisions
(1), (2), (4), (5), (6), (7), (8), (9), (10), (11), (12), (13), and (14) of subsection (a)
of Section 27-5-6, in Sections 27-5-7, 27-5-8, 27-5-9, and 27-5-10, and to grant annuity contracts
as defined in Section 27-5-3, subject, however, to all of the following: (1) No pure captive
insurance company may insure any risks other than those of its parent and affiliated companies
or controlled unaffiliated business. (2) No association captive insurance company may insure
any risks other than those of the member organizations of its association, and their affiliated
companies. (3) No industrial insured captive insurance company may insure any risks other
than those of the industrial insureds that comprise...
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27-61-1
Section 27-61-1 Surplus Lines Insurance Multi-State Compliance Compact. The Surplus Lines Insurance
Multi-State Compliance Compact Act is enacted into law and entered into with all jurisdictions
mutually adopting the compact in the form substantially as follows: PREAMBLE WHEREAS, with
regard to Non-Admitted Insurance policies with risk exposures located in multiple states,
the 111th United States Congress has stipulated in Title V, Subtitle B, the Non-Admitted and
Reinsurance Reform Act of 2010, of the Dodd-Frank Wall Street Reform and Consumer Protection
Act, hereafter, the NRRA, that: (A) The placement of Non-Admitted Insurance shall be subject
to the statutory and regulatory requirements solely of the insured's Home State, and (B) Any
law, regulation, provision, or action of any State that applies or purports to apply to Non-Admitted
Insurance sold to, solicited by, or negotiated with an insured whose Home State is another
State shall be preempted with respect to such application;...
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16-17A-5
Section 16-17A-5 Articles of incorporation - Amendments. (a) The articles of incorporation
of any authority may be amended by filing articles of amendment with the Secretary of State,
but only with the approval of both the board of the authority and the sponsoring university,
in the manner provided in this section. (b) In order to amend the articles of incorporation,
the following steps shall be completed: (1) The board of the authority shall first adopt a
resolution proposing articles of amendment. (2) After the adoption by the board of a resolution
approving articles of amendment, the authority shall file with the sponsoring university a
written request for adoption of a resolution approving the proposed amendment. (3) As promptly
as may be practicable after the receipt of the request from the authority, the sponsoring
university shall review the application and shall adopt a resolution either approving or denying
the articles of amendment as proposed by the authority. (c) Within 30...
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10A-3-5.04
Section 10A-3-5.04 Articles of merger or consolidation. (a) Upon the approval, articles of
merger or articles of consolidation shall be executed for each nonprofit corporation by its
president or a vice president, and by its secretary or an assistant secretary, and verified
by one of the officers signing the articles, and shall set forth: (1) The plan of merger or
the plan of consolidation; (2) If the members of any merging or consolidating nonprofit corporation
are entitled to vote thereon, then as to each nonprofit corporation (i) a statement setting
forth the date of the meeting of members at which the plan was adopted, that a quorum was
present at the meeting, and that the plan received at least two-thirds of the votes entitled
to be cast by members present or represented by proxy at the meeting, or (ii) a statement
that the amendment was adopted by a consent in writing signed by all members entitled to vote
with respect thereto; and (3) If any merging or consolidating nonprofit...
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