10A-3-5.03
Section 10A-3-5.03 Approval of merger or consolidation. (a) A plan of merger or consolidation shall be adopted in the following manner: (1) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, the board of directors of the nonprofit corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meeting of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting. (2) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-5.03.htm - 1K - Match Info - Similar pages
10A-3-7.01
Section 10A-3-7.01 Voluntary dissolution - Procedure. (a) A nonprofit corporation may dissolve and wind up its affairs in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the nonprofit corporation be dissolved, and directing that the question of the dissolution be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of dissolving the nonprofit corporation, shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the nonprofit corporation shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting. (2)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.01.htm - 3K - Match Info - Similar pages
10-2B-7.06
Section 10-2B-7.06 Waiver of notice. (a) A shareholder may waive any notice required by the Constitution of Alabama of 1901, this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) A shareholder's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before action is taken on the matter. (Acts 1994, No. 94-245, p. 343, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10-2B-7.06.htm - 1K - Match Info - Similar pages
10A-3-2.03
Section 10A-3-2.03 Notice of members' meetings. Unless otherwise provided in the nonprofit corporation's governing documents, written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, either personally or by mail, by or at the direction of the president, or the secretary, or the officers or persons calling the meeting, to each member entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at his or her address as it appears on the records of the nonprofit corporation, with postage thereon prepaid. (Acts 1984, No. 84-290, p. 502, §14; §10-3A-29; amended and renumbered by Act 2009-513, p. 967, §171.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-2.03.htm - 1K - Match Info - Similar pages
10A-3-7.04
Section 10A-3-7.04 Voluntary dissolution - Revocation of voluntary dissolution proceedings. (a) A nonprofit corporation may, at any time prior to the delivery of the articles of dissolution to the Secretary of State for filing, revoke the action theretofore taken to dissolve the nonprofit corporation, in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.04.htm - 3K - Match Info - Similar pages
12-16-57
Section 12-16-57 Master list. (a) The jury commission for each county shall compile and maintain an alphabetical master list of all persons in the county who may be called for jury duty, with their addresses and any other necessary identifying information. This list may include all registered voters, persons holding drivers' licenses and registering motor vehicles, and may include other lists, such as lists of utility customers and persons listing property for ad valorem taxation, which will include persons whose listing will foster the policy and protect the rights provided in Sections 12-16-55 and 12-16-56. The list shall avoid duplication of names. The list shall be reviewed and corrected and new names added from time to time, but at least once every four years. (b) Whoever has custody, possession or control of any lists used in compiling the master list shall make the list available to the jury commission for inspection, reproduction and copying at all reasonable times. (c) The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/12-16-57.htm - 1K - Match Info - Similar pages
5-7A-3
Section 5-7A-3 Certificate of proceedings to be forwarded to Superintendent of Banks. A certificate of all the proceedings, including a copy of the pertinent portion of the minutes of the meeting of the board of directors at which the resolution under Section 5-7A-2 was passed, the notice which was given to each stockholder and a copy of the minutes of the stockholders' meeting, shall be made and certified to by the president and cashier of the institution under the seal thereof and acknowledged before a notary public as deeds are required to be acknowledged by a corporation and forwarded to the superintendent for his certificate of approval. (Acts 1980, No. 80-658, §5-7-3.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-7A-3.htm - 989 bytes - Match Info - Similar pages
10A-2-7.02
Section 10A-2-7.02 Special meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation shall hold a special meeting of shareholders: (1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or (2) If the holders of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's president or secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held, who shall, within 21 days of the receipt of demand, cause notice to be given of the meeting to be held within the minimum time following the notice prescribed by Section 10A-2-7.05(a); or (3) On call of the holders of at least 10 percent of the votes entitled to be cast at the proposed special meeting who signed a demand...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.02.htm - 2K - Match Info - Similar pages
10A-20-7.09
Section 10A-20-7.09 Powers of stockholders and members. (a) The stockholders and the members of the corporation shall have the following powers of the corporation: (1) To determine the number of and elect directors as provided in Section 10A-20-7.07. (2) To make, amend, and repeal bylaws. (3) To amend this charter as provided in Section 10A-20-7.20. (4) To dissolve the corporation as provided in Section 10A-20-7.22. (5) To do all things necessary or desirable to secure aid, assistance loans, and other financing from any financial institutions and from any agency established under the Small Business Investment Act of 1958, or other similar federal laws now or hereafter enacted. (6) To exercise the other of the powers of the corporation consistent with this article as may be conferred on the stockholders and the members by the bylaws. (b) As to all matters requiring action by the stockholders and the members of the corporation, the stockholders and members shall vote separately thereon...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.09.htm - 2K - Match Info - Similar pages
10A-2A-1.49
Section 10A-2A-1.49 Notice requirements. (a) Unless stockholder approval is required under Section 10A-2A-1.47(c), prompt notice of an action taken under Section 10A-2A-1.47 shall be given to each holder of valid and putative stock, regardless of whether entitled to vote, as of (i) the date of such action by the board of directors, and (ii) the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of valid and putative stock whose identities or addresses for notice cannot be determined from the records of the corporation. (b) The notice must contain (i) either a copy of the action taken by the board of directors in accordance with Section 10A-2A-1.47(a) or (b) or the information required by Section 10A-2A-1.47(a)(1) through (a)(4) or Section 10A-2A-1.47(b)(1) through (b)(3), as applicable, and (ii) a statement that any claim that the ratification of the defective corporate action and any putative stock issued as a result of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.49.htm - 2K - Match Info - Similar pages
|