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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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37-6-7
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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37-6-13
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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37-6-18
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-5-9.01
Section 10A-5-9.01 Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY
ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Pursuant to any agreement, a domestic limited
liability company may merge or consolidate with or into one or more limited liability companies
or other business entities formed or organized under the laws of this state, any other state,
the United States, or any foreign jurisdiction, with the domestic limited liability company
or the other business entity being the surviving or resulting domestic limited liability company
or other business entity. Except as otherwise specifically provided for in the operating agreement,
a merger shall be approved by each domestic limited liability company which is to merge by
all the members at the time approval of the merger is voted on. (b) Notwithstanding prior
approval, an agreement of merger may be terminated prior to filing articles of merger with
the Secretary of State or amended pursuant to a provision for the...
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5-17-22
Section 5-17-22 Merger and conversion procedures. Any credit union, with the approval
of the Administrator of the Alabama Credit Union Administration, may merge with another credit
union, under the existing certificate of organization of the other credit union, pursuant
to any plan agreed upon by the majority of each board of directors of each credit union joining
in the merger. In addition to approval by the administrator and each board of directors, the
membership of the merging credit union must also approve the merger plan in the following
manner: (1) At a meeting called for that purpose, notice of which purpose must be contained
in the call, two-thirds of those voting may vote to approve the merger plan. Voting must be
conducted in accordance with the bylaws of the credit union. The notice must be provided to
the members at least 45 calendar days, but no more than 90 calendar days, prior to the date
of the meeting. (2) After agreement by the directors and approval by the members...
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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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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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