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10A-2A-9.14
Section 10A-2A-9.14 Amendment of plan of conversion; abandonment. (a) A plan of conversion
of a converting organization that is a corporation may be amended: (1) in the same manner
as the plan was approved, if the plan does not provide for the manner in which it may be amended;
or (2) in the manner provided in the plan, except that if the plan has been approved by the
stockholders that were entitled to vote on, consent to, or approve of the plan, then those
stockholders are entitled to vote on, consent to, or approve of any amendment of the plan
that will change: (i) the amount or kind of eligible interests or other securities, obligations,
rights to acquire eligible interests or other securities, cash, other property, or any combination
of the foregoing, to be received by any of the stockholders of the converting corporation
under the plan; (ii) the organizational documents of the converted organization that will
be in effect immediately after the conversion becomes effective, except...
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10A-3-7.06
Section 10A-3-7.06 Voluntary dissolution - Filing of articles of dissolution. (a) The articles
of dissolution shall be delivered to the Secretary of State for filing. (b) Upon the filing
of the articles of dissolution, the existence of the nonprofit corporation shall cease, except
for the purpose of suits, other proceedings, and appropriate corporate action by members,
directors, and officers as provided in this chapter or otherwise in this title. (Acts 1984,
No. 84-290, p. 502, §53; §10-3A-145; amended and renumbered by Act 2009-513, p. 967, §192;
Act 2020-73, §10.)...
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10A-20-9.01
Section 10A-20-9.01 Incorporation. Ten or more persons desiring to associate themselves together
for nonprofit purposes in the sense of not paying interest or dividends on stock, but for
mutual benefit through the application of cooperation, single-tax, or other economic principles,
may become a body corporate in the manner following: (1) The persons proposing to form the
corporation shall deliver to the Secretary of State for filing a declaration in writing, setting
out the name of the proposed corporation, the names of the charter members, and the purposes
of the corporation, which declaration shall constitute its corporate charter, together with
a filing fee in the amount prescribed by Chapter 1 for filing a certificate of formation.
(2) Upon the filing of such declaration, the corporation's existence begins, which shall be
perpetual, subject to revocation at any time by the Legislature. (Code 1907, §3573; Code
1923, §7046; Code 1940, T. 10, §168; Acts 1966, Ex. Sess., No. 445,...
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10A-2A-1.48
Section 10A-2A-1.48 Action on ratification. (a) The quorum and voting requirements applicable
to a ratifying action by the board of directors under Section 10A-2A-1.47(a) shall be the
quorum and voting requirements applicable to the corporate action proposed to be ratified
at the time such ratifying action is taken. (b) If the ratification of the defective corporate
action requires approval by the stockholders under Section 10A-2A-1.47(c), and if the approval
is to be given at a meeting, the corporation shall notify each holder of valid and putative
stock, regardless of whether entitled to vote, as of the record date for notice of the meeting
and as of the date of the occurrence of defective corporate action, provided that notice shall
not be required to be given to holders of valid or putative stock whose identities or addresses
for notice cannot be determined from the records of the corporation. The notice must state
that the purpose, or one of the purposes, of the meeting, is to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.48.htm - 3K - Match Info - Similar pages
10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation
that is a constituent organization or the acquired entity in a stock exchange, the plan of
merger or stock exchange shall be adopted in the following manner: (a) The plan of merger
or stock exchange shall first be adopted by the board of directors. (b) Except as provided
in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock
exchange shall then be approved by the stockholders. In submitting the plan of merger or stock
exchange to the stockholders for approval, the board of directors shall recommend that the
stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2),
that the stockholders tender their stock to the offeror in response to the offer, unless (i)
the board of directors makes a determination that because of conflicts of interest or other
special circumstances it should not make a recommendation or (ii) Section...
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10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal rights,
and to obtain payment of the fair value of that stockholder's stock, in the event of any of
the following corporate actions: (1) consummation of a merger to which the corporation is
a party (i) if the corporation is a subsidiary and the merger is governed by Section 10A-2A-11.05
or (ii) if stockholder approval is required for the merger by Section 10A-2A-11.04, or would
be required but for the provisions of Section 10A-2A-11.04(j), except that appraisal rights
shall not be available to any stockholder of the corporation with respect to stock of any
class or series that remain outstanding after consummation of the merger; (2) consummation
of a stock exchange to which the corporation is a party the stock of which will be acquired,
except that appraisal rights shall not be available to any stockholder of the corporation
with respect to any class or series of stock of the corporation that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.02.htm - 7K - Match Info - Similar pages
11-22-3
Section 11-22-3 Application for authority to incorporate; resolution of approval; incorporation
of more than one corporation. Whenever any number of natural persons, not less than three,
shall file with the governing body of any county of this state an application in writing for
authority to incorporate in such county a public corporation under the provisions of this
chapter, and shall set forth in said application a brief description of the project to be
acquired or improved by such corporation, and if it shall be made to appear to such governing
body that each of said persons is a duly qualified elector of and owner of property in said
county and if the governing body of said county shall adopt a resolution which shall be duly
entered upon the minutes of such governing body wherein it shall be found and determined that
there is a public need for the proposed project, that it is wise, expedient, necessary, or
advisable that such a corporation be formed and that the persons filing said...
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11-50-520
Section 11-50-520 Definitions. The following words and phrases and others importing the same
meaning, where used in this chapter, shall be given the following respective interpretations
and meanings: (1) THE CORPORATION. Any corporation organized under this chapter. (2) APPLICANTS.
Those persons who organize the corporation. (3) POWER DISTRICT. The territory proposed to
be served by the corporation as specified in its certificate of incorporation as originally
filed or any amendment thereto made pursuant to the provisions of this chapter. (4) MUNICIPALITY
or MUNICIPALITIES. Any city or town incorporated under the laws of Alabama. (5) COUNTY or
COUNTIES. Any county organized under the laws of Alabama. (6) GOVERNING BODY. Whenever used
in relation to any municipality, the city or town council, city commission or the body or
board, by whatsoever name known, having charge of the governing of a municipality, and shall
be held to include the mayor or other chief executive officer of the...
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2-10-57
Section 2-10-57 Amendments to articles of incorporation. The articles of incorporation or charter
of any cooperative or mutual association of farmers organized under the provisions of this
article may be altered or amended at any regular meeting of the members or at any special
meeting called for that purpose; provided that a quorum shall be present as defined in the
bylaws or other governing rules. The amendment must first be approved by two thirds of the
directors or other governing body and then adopted by vote of two thirds of the members present
and voting at the meeting. Amendments to the articles of incorporation, when so adopted, shall
be filed in accordance with the provisions of the general corporation laws of the state. (Acts
1921, Ex. Sess., No. 31, p. 38; Code 1923, §7134; Acts 1935, No. 222, p. 612; Code 1940,
T. 2, §92.)...
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2-10-92
Section 2-10-92 How association may be formed; amendments to articles of incorporation. Five
or more producers of agricultural products, whether in the State of Alabama or not, who may
desire that they, their associates and successors shall come under this article and enjoy
its benefits may enter into articles of association and incorporation which shall set forth
the name of the organization, the period of its existence, its domicile and the purposes for
which it was formed and that said association is to be organized or operated under this article.
The articles must be subscribed by the incorporators and acknowledged by one of them before
an officer authorized by the law of this state to take and certify acknowledgments of deeds
and conveyances and shall be filed in accordance with the provisions of the general corporation
law of this state. When so filed the said articles of incorporation or certified copies thereof
shall be received in all the courts of the state and other places...
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