37-6-8
Section 37-6-8 Bylaws. The original bylaws of a cooperative shall be adopted by its Board of Trustees. Thereafter, bylaws shall be adopted, amended, or repealed by its members voting in person, or if the Board of Trustees has so authorized, voting by mail. The bylaws shall set forth the rights and duties of members and trustees and may contain other provisions for the regulation and management of the affairs of the cooperative not inconsistent with this chapter or with its articles of incorporation. (Acts 1939, No. 231, p. 371; Code 1940, T. 18, §37; Acts 1992, No. 92-206, §1.)...
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10A-8A-9.11
Section 10A-8A-9.11 Liability of partner after conversion or merger. (a) A conversion or merger under this article does not discharge any liability under Section 10A-8A-3.06, 10A-8A-7.02, or 10A-8A-7.03 of a person that was a partner in or dissociated as a partner from a converting or constituent partnership, but: (1) the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability; (2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent partnership; and (3) if a person is required to pay any amount under this subsection: (A) the person has a right of contribution from each other person that was liable as a partner under Section 10A-8A-3.06 when the obligation was incurred and has not been released from the obligation under Section 10A-8A-7.02 or 10A-8A-7.03; and (B) the contribution due from each of those persons is in proportion to the right to...
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10A-9A-10.11
Section 10A-9A-10.11 Liability of general partner after conversion or merger. (a) A conversion or merger under this article does not discharge any liability under Sections 10A-9A-4.04 and 10A-9A-6.07 of a person that was a general partner in or dissociated as a general partner from a converting or constituent limited partnership, but: (1) the provisions of this chapter pertaining to the collection or discharge of the liability continue to apply to the liability; (2) for the purposes of applying those provisions, the converted or surviving organization is deemed to be the converting or constituent limited partnership; and (3) if a person is required to pay any amount under this subsection: (A) the person has a right of contribution from each other person that was liable as a general partner under Section 10A-9A-4.04 when the obligation was incurred and has not been released from the obligation under Section 10A-9A-6.07; and (B) the contribution due from each of those persons is in...
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10A-2-14.23
Section 10A-2-14.23 Appeal from denial of reinstatement. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If the Secretary of State denies a corporation's application for reinstatement following administrative dissolution, he or she shall serve the corporation under Section 10A-1-5.31, 10A-1-5.35, or 10A-1-5.36 with a written notice that explains the reason or reasons for denial. (b) The corporation may appeal the denial of reinstatement to the circuit court of the county where its articles of incorporation are filed within 30 days after service of the notice of denial is perfected. A corporation created by an act of the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which resulted from a merger or consolidation, may appeal to the Circuit Court of Montgomery County. The corporation appeals by petitioning the court to set aside the dissolution and attaching to the petition copies...
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10A-3-5.01
Section 10A-3-5.01 Procedure for merger. (a) Any two or more domestic nonprofit corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in this chapter. (b) Each nonprofit corporation shall adopt a plan of merger setting forth: (1) The names of the nonprofit corporations proposing to merge, and the name of the nonprofit corporation into which they propose to merge, which is hereinafter designated as the surviving nonprofit corporation. (2) The terms and conditions of the proposed merger. (3) A statement of any changes in the certificate of formation of the surviving nonprofit corporation to be effected by the merger. (4) The other provisions with respect to the proposed merger as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §41; §10-3A-100; amended and renumbered by Act 2009-513, p. 967, §187.)...
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11-20-70
Section 11-20-70 Establishment of agriculture authority; application; articles of incorporation. (a) An agriculture authority may be established in any county to construct and operate facilities to promote agricultural businesses, operations, and commodities, workforce development, and economic development within the county as further provided in this article. The operational area of an agriculture authority may not extend beyond the boundaries of the county in which an agriculture authority is incorporated. (b) Any number of natural persons who are residents and qualified electors in the county may file an application in writing with the county commission for authority to incorporate and organize an agriculture authority. If the application is approved, the county commission shall adopt a resolution declaring it to be wise, expedient, and beneficial to the county that the agriculture authority be formed and that the persons filing the application are authorized to form the authority....
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11-54B-50
Section 11-54B-50 District management corporation limits, powers, and duties. (a) District management corporations provided for in this article shall be incorporated under the Alabama Nonprofit Corporation Act, Chapter 3 of Title 10A, and shall exercise their powers in a manner consistent with that law. (b) To qualify for designation by ordinance to manage a self-help business improvement district, the articles of incorporation of a proposed district management corporation shall provide all of the following: (1) That a board of directors shall manage the property, business, and affairs of the corporation. (2) The names and addresses of the initial members of the board of directors. (3) That the initial members of the board shall be divided into three groups which are as equal in number as is possible, that those groups will serve for initial terms of one, two, and three years respectively, and that all directors thereafter elected by the board of directors shall serve for a term of...
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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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2-10-62
Section 2-10-62 Certificate of membership; stock of association; member's liability for association's debts. When a member of an association established without capital stock has paid his membership fee in full, he shall receive a certificate of membership. No association shall issue stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note, but such retention as security shall not affect the member's right to vote. Except for debts lawfully contracted between him and the association, no member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance or any promissory notes given in payment thereof. No stockholder of a cooperative association shall own more than 20 percent of the common...
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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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