10A-1-8.02
the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the governing
documents of the corporation provide for approval of a merger by less than all of the corporation's
stockholders, approval of the merger shall constitute corporate action subject to appraisal
rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation into
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the corporation that is a party to the merger
providing for less than unanimous stockholder approval for the conversion. b. In the case
of a nonprofit corporation that is a party to the merger, a plan of merger must be approved
by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit
corporation with members with voting rights, or as otherwise provided...
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16-44B-1
Commission may deem appropriate. The executive director shall serve as secretary to the Interstate
Commission, but shall not be a Member of the Interstate Commission. The executive director
shall hire and supervise such other persons as may be authorized by the Interstate Commission.
D. The Interstate Commission's executive director and its employees shall be immune from suit
and liability, either personally or in their official capacity, for a claim for damage to
or loss of property or personal injury or other civil liability caused or arising
out of or relating to an actual or alleged act, error, or omission that occurred, or that
such person had a reasonable basis for believing occurred, within the scope of Interstate
Commission employment, duties, or responsibilities; provided, that such person shall not be
protected from suit or liability for damage, loss, injury, or liability caused by the
intentional or willful and wanton misconduct of such person. 1. The liability of...
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22-21-318
properties and assets to such persons, firms, partnerships, associations or corporations and
on such terms as the board deems to be appropriate, to charge and collect rent or other fees
or charges therefor and to terminate any such lease or other agreement upon the failure of
the lessee or other party thereto to comply with any of its obligations thereunder; (7) To
receive, acquire, take and hold (whether by purchase, gift, transfer, foreclosure, lease,
devise, option or otherwise) real and personal property of every description, or any
interest therein, and to manage, improve and dispose of the same by any form of legal conveyance
or transfer; provided however, that the authority shall not, without the prior approval of
the governing body of each authorizing subdivision, have the power to dispose of (i) substantially
all its assets, or (ii) any health care facilities the disposition of which would materially
and significantly reduce or impair the level of hospital or health care...
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7-7-507
Section 7-7-507 Warranties on negotiation or delivery of document of title. If a person negotiates
or delivers a document of title for value, otherwise than as a mere intermediary under Section
7-7-508, unless otherwise agreed, the transferor, in addition to any warranty made in selling
or leasing the goods, warrants to its immediate purchaser only that: (1) The document is genuine;
(2) The transferor does not have knowledge of any fact that would impair the document's validity
or worth; and (3) The negotiation or delivery is rightful and fully effective with respect
to the title to the document and the goods it represents. (Prior version of this section added
by Acts 1965, No. 549, p. 811; repealed by Act 2004-315, p. 464, §1; current section added
by Act 2004-315, p. 464, §1.)...
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7-7-503
Section 7-7-503 Document of title to goods defeated in certain cases. (a) A document of title
confers no right in goods against a person that before issuance of the document had a legal
interest or a perfected security interest in the goods and that did not: (1) Deliver or entrust
the goods or any document of title covering the goods to the bailor or the bailor's nominee
with: (A) Actual or apparent authority to ship, store, or sell; (B) Power to obtain delivery
under Section 7-7-403; or (C) Power of disposition under Section 7-2-403, 7-2A-304(2), 7-2A-305(2),
7-9A-320, or 7-9A-321(c) or other statute or rule of law; or (2) Acquiesce in the procurement
by the bailor or its nominee of any document. (b) Title to goods based upon an unaccepted
delivery order is subject to the rights of any person to which a negotiable warehouse receipt
or bill of lading covering the goods has been duly negotiated. That title may be defeated
under Section 7-7-504 to the same extent as the rights of the...
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7-7-602
Section 7-7-602 Judicial process against goods covered by negotiable document of title. Unless
a document of title was originally issued upon delivery of the goods by a person that did
not have power to dispose of them, a lien does not attach by virtue of any judicial process
to goods in the possession of a bailee for which a negotiable document of title is outstanding
unless possession or control of the document is first surrendered to the bailee or the document's
negotiation is enjoined. The bailee may not be compelled to deliver the goods pursuant to
process until possession or control of the document is surrendered to the bailee or to the
court. A purchaser of the document for value without notice of the process or injunction takes
free of the lien imposed by judicial process. (Prior version of this section added by Acts
1965, No. 549, p. 811; repealed by Act 2004-315, p. 464, §1; current section added by Act
2004-315, p. 464, §1.)...
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7-7-403
delay, loss, or destruction of the goods for which the bailee is not liable; (3) Previous sale
or other disposition of the goods in lawful enforcement of a lien or on a warehouse's lawful
termination of storage; (4) The exercise by a seller of its right to stop delivery pursuant
to Section 7-2-705 or by a lessor of its right to stop delivery pursuant to Section 7-2A-526;
(5) A diversion, reconsignment, or other disposition pursuant to Section 7-7-303; (6) Release,
satisfaction, or any other personal defense against the claimant; or (7) Any other
lawful excuse. (b) A person claiming goods covered by a document of title shall satisfy the
bailee's lien if the bailee so requests or if the bailee is prohibited by law from delivering
the goods until the charges are paid. (c) Unless a person claiming the goods is a person against
which the document of title does not confer a right under Section 7-7-503(a): (1) The person
claiming under a document shall surrender possession or control of any...
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7-9A-321
Section 7-9A-321 Licensee of general intangible and lessee of goods in ordinary course of business.
(a) "Licensee in ordinary course of business." In this section, "licensee in
ordinary course of business" means a person that becomes a licensee of a general intangible
in good faith, without knowledge that the license violates the rights of another person in
the general intangible, and in the ordinary course from a person in the business of licensing
general intangibles of that kind. A person becomes a licensee in the ordinary course if the
license to the person comports with the usual or customary practices in the kind of business
in which the licensor is engaged or with the licensor's own usual or customary practices.
(b) Rights of licensee in ordinary course of business. A licensee in ordinary course of business
takes its rights under a nonexclusive license free of a security interest in the general intangible
created by the licensor, even if the security interest is perfected and...
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9-15-55
Section 9-15-55 Retention by state of title to certain filled lands; rights of access. (a)
The state shall retain title to any lands of the state lying seaward of the mean high tide
line that are filled in the course of a beach project undertaken by a coastal municipality
pursuant to Article 11 of Chapter 47 of Title 11 with the permit of the Commissioner of the
Department of Conservation and Natural Resources as provided in Section 9-15-56. (b) The title
to additional filled lands shall be retained by the state to the extent that the proportions
of any state-owned lands filled in the course of a permitted beach project undertaken by a
coastal municipality are subsequently increased seaward by accretion or any other natural
or artificial fill process. (c) Notwithstanding any rule of decision or principle of common
law recognized prior to May 23, 2000, the retention of title by the state pursuant to this
section shall be recognized regardless of the participation, consent, or objection...
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7-7-505
Section 7-7-505 Indorser not guarantor for other parties. The indorsement of a tangible document
of title issued by a bailee does not make the indorser liable for any default by the bailee
or previous indorsers. (Prior version of this section added by Acts 1965, No. 549, p. 811;
repealed by Act 2004-315, p. 464, §1; current section added by Act 2004-315, p. 464, §1.)...

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