reglab/housing_qa huggingface dataset:
AL Code § 10A-3-5.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 5 - Merger and Consolidation.|Section 10A-3-5.06 - Merger or Consolidation of Domestic and Foreign Nonprofit Corporations.

Section 10A-3-5.06Merger or consolidation of domestic and foreign nonprofit corporations. (a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations may be merged or consolidated in the following manner, if the merger or consolidation is permitted by the laws of the state under which each foreign nonprofit corporation is organized: (1) Each domestic nonprofit corporation shall comply with the provisions of this title with respect to the merger or consolidation, as the case may be, of domestic nonprofit corporations and each foreign nonprofit corporation shall comply with the applicable provisions of the laws of the state under which it is organized. (2) If the surviving or new nonprofit corporation, as the case may be, is to be governed by the laws of any state other than Alabama, it shall comply with the provisions of this title with respect to foreign entities if it is to conduct affairs in Alabama, and in every case it shall be deemed to have consented that it may be served with process in Alabama as provided by the statutes of Alabama or the rules of the Alabama Supreme Court in any proceeding for the enforcement of any obligation of any domestic nonprofit corporation which is a party to the merger or consolidation. (b) The effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic nonprofit corporations, if the surviving or new nonprofit corporation is to be governed by the laws of Alabama. If the surviving or new nonprofit corporation is to be governed by the laws of any state other than Alabama, the effect of the merger or consolidation shall be the same as in the case of the merger or consolidation of domestic nonprofit corporations except insofar as the laws of the other state provide otherwise. (c) After approval by the members or, if there be no members entitled to vote thereon, by the board of directors, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. (Acts 1984, No. 84-290, p. 502, §46; §10-3A-105; amended and renumbered by Act 2009-513, p. 967, §187.)
AL Code § 10A-3-5.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 5 - Merger and Consolidation.|Section 10A-3-5.07 - Nonexclusive.

Section 10A-3-5.07Nonexclusive. The provisions of this chapter on merger and consolidation are not exclusive. Nonprofit corporations may be merged or consolidated, or converted, in any other manner provided by law, including as provided by Article 8 of Chapter 1. (Act 2009-513, p. 967, §188.)
AL Code § 10A-3-6.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 6 - Sale of Assets.|Section 10A-3-6.01 - Sale, Lease, Exchange, or Mortgage of Assets.

Section 10A-3-6.01Sale, lease, exchange, or mortgage of assets. A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a nonprofit corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition 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 stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of the nonprofit corporation shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At the meeting the members may authorize the sale, lease, exchange, mortgage, pledge, or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the nonprofit corporation therefor. The authorization shall require at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting. After the authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange, mortgage, pledge, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action or approval by members. (2) If there are no members, or no members entitled to vote thereon, a sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property and assets of a nonprofit corporation shall be authorized upon receiving the vote of a majority of the directors in office. (Acts 1984, No. 84-290, p. 502, §47; §10-3A-120; amended and renumbered by Act 2009-513, p. 967, §190.)
AL Code § 10A-3-7.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 7 - Dissolution.|Section 10A-3-7.02 - Voluntary Dissolution - Distribution of Assets Generally.

Section 10A-3-7.02Voluntary dissolution - Distribution of assets generally. The assets of a nonprofit corporation in the process of dissolution shall be applied and distributed as follows: (1) All liabilities and obligations of the nonprofit corporation shall be paid and discharged, or adequate provision shall be made therefor; (2) Assets held by the nonprofit corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with the requirements; (3) Assets received and held by the nonprofit corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational, or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving nonprofit corporation, pursuant to a plan of distribution adopted as provided in this chapter; (4) Other assets, if any, shall be distributed in accordance with the provisions of the governing documents to the extent that the governing documents determine the distributive rights of members, or any class or classes of members, or provide for distribution to others; (5) Any remaining assets may be distributed to the persons, societies, organizations, or domestic or foreign corporations, whether for profit or nonprofit, as may be specified in a plan of distribution adopted as provided in this chapter. (Acts 1984, No. 84-290, p. 502, §49; §10-3A-141; amended and renumbered by Act 2009-513, p. 967, §192.)
AL Code § 10A-3-7.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 7 - Dissolution.|Section 10A-3-7.03 - Voluntary Dissolution - Plan of Distribution of Assets.

Section 10A-3-7.03Voluntary dissolution - Plan of distribution of assets. A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by a nonprofit corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof 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 of distribution 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 meetings of members. The plan of distribution 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 there are no members, or no members entitled to vote thereon, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office. (Acts 1984, No. 84-290, p. 502, §50; §10-3A-142; amended and renumbered by Act 2009-513, p. 967, §192.)
AL Code § 10A-3-7.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 7 - Dissolution.|Section 10A-3-7.05 - Voluntary Dissolution - Articles of Dissolution.

Section 10A-3-7.05Voluntary dissolution - Articles of dissolution. If voluntary dissolution proceedings have not been revoked, then when all debts, liabilities, and obligations of the corporation shall have been paid and discharged, or adequate provision shall have been made therefor, and all of the remaining property and assets of the nonprofit corporation shall have been transferred, conveyed, or distributed in accordance with the provisions of this chapter, articles of dissolution shall be executed for the nonprofit corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing the articles, which statement shall set forth: (1) The name of the nonprofit corporation. (2) That a statement of intent to dissolve the nonprofit corporation has theretofore been filed, and the date on which the statement was filed. (3) That all debts, obligations, and liabilities of the nonprofit corporation have been paid and discharged or that adequate provision has been made therefor. (4) A copy of the plan of distribution, if any, as adopted by the nonprofit corporation, or a statement that no plan was so adopted. (5) That all the remaining property and assets of the nonprofit corporation have been transferred, conveyed, or distributed in accordance with the provisions of this chapter. (6) That there are no suits pending against the nonprofit corporation in any court, or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit. (7) The unique identifying number or other designation as assigned by the Secretary of State. (Acts 1984, No. 84-290, p. 502, §52; §10-3A-144; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
AL Code § 10A-3-7.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 7 - Dissolution.|Section 10A-3-7.06 - Voluntary Dissolution - Filing of Articles of Dissolution.

Section 10A-3-7.06Voluntary 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.)
AL Code § 10A-3-7.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 7 - Dissolution.|Section 10A-3-7.07 - Involuntary Dissolution - Grounds.

Section 10A-3-7.07Involuntary dissolution - Grounds. A nonprofit corporation may be dissolved involuntarily by an order of the circuit court of the county in which the principal office of the nonprofit corporation in this state is located, and if none is located in this state, the circuit court for the county in which the most recent registered office of the nonprofit corporation is located in an action filed by the Attorney General when it is established that: (1) The nonprofit corporation procured its certificate of formation through fraud; (2) The nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law; (3) The nonprofit corporation has failed for 90 days to appoint and maintain a registered agent in Alabama; or (4) The nonprofit corporation has failed for 90 days after change of its registered agent to file in the office of the Secretary of State a statement of the change. (Acts 1984, No. 84-290, p. 502, §54; §10-3A-146; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
AL Code § 10A-3-7.08 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 7 - Dissolution.|Section 10A-3-7.08 - Involuntary Dissolution - Procedure; Notification to Attorney General.

Section 10A-3-7.08Involuntary dissolution - Procedure; notification to Attorney General. The Secretary of State shall certify to the Attorney General, from time to time, the names of all nonprofit corporations which have given cause for dissolution as provided in this chapter, together with the facts pertinent thereto. Whenever the Secretary of State shall certify the name of a nonprofit corporation to the Attorney General as having given any cause for dissolution, the Secretary of State shall concurrently mail to the nonprofit corporation at its registered office a notice that the certification has been made. Upon the receipt of the certification, the Attorney General shall, no sooner than 30 days nor more than 90 days after the receipt, file an action in the name of the State of Alabama against the nonprofit corporation for its dissolution. If, before an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the Secretary of State the required statement of change of registered agent, the fact shall be forthwith certified by the Secretary of State to the Attorney General and he or she shall not file an action against the nonprofit corporation for the cause. If, after an action is filed, the nonprofit corporation shall appoint or maintain a registered agent as provided in this title, or shall file with the Secretary of State the required statement of change of registered agent, and shall pay the costs of the action, the action for the cause shall abate. (Acts 1984, No. 84-290, p. 502, §55; §10-3A-147; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
AL Code § 10A-3-7.09 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 7 - Dissolution.|Section 10A-3-7.09 - Involuntary Dissolution - Venue and Service of Process.

Section 10A-3-7.09Involuntary dissolution - Venue and service of process. Every action for the involuntary dissolution of a nonprofit corporation shall be commenced by the Attorney General in the circuit court for the county in which the nonprofit corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the nonprofit corporation's most recent registered office is located. Summons shall issue and be served as in other civil actions. If process is returned not found, the Attorney General shall cause publication to be made as in other civil cases in some newspaper published in the county in which the nonprofit corporation's principal office is located in this state, and if none in this state, in the county in which the nonprofit corporation's most recent registered office is located, containing a notice of the pendency of the action, the title of the court, the title of the action, and the date on or after which default may be entered. The Attorney General may include in one notice the names of any number of nonprofit corporations against which actions are then pending in the same court. The Attorney General shall cause a copy of the notice to be mailed to the nonprofit corporation at its registered office within 10 days after the first publication thereof. The certificate of the Attorney General of the mailing of the notice shall be prima facie evidence thereof. The notice shall be published once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a nonprofit corporation shall have been served with summons, no default shall be taken against it earlier than 30 days after the last publication of the notice. (Acts 1984, No. 84-290, p. 502, §56; §10-3A-148; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
AL Code § 10A-3-7.10 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 7 - Dissolution.|Section 10A-3-7.10 - Liquidation - Jurisdiction of Court to Liquidate Assets and Affairs of Corporation.

Section 10A-3-7.10Liquidation - Jurisdiction of court to liquidate assets and affairs of corporation. (a) The circuit court of the county in which the nonprofit corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the nonprofit corporation's most recent registered office is located shall have full power to liquidate the assets and affairs of a nonprofit corporation: (1) In an action by a member or director when it is established: a. That the directors are deadlocked in the management of the corporate affairs and that irreparable injury to the nonprofit corporation is being suffered or is threatened by reason thereof, and either that the members are unable to break the deadlock or there are no members having voting rights; b. That the acts of the directors or those in control of the nonprofit corporation are illegal, oppressive, or fraudulent; c. That the members entitled to vote in the election of directors are deadlocked in voting power and have failed for at least two years to elect successors to directors whose terms have expired or would have expired upon the election of their successors; d. That the corporate assets are being misapplied or wasted; or e. That the nonprofit corporation is unable to carry out its purposes. (2) In an action by a creditor: a. When the claim of the creditor has been reduced to judgment and an execution thereon has been returned unsatisfied and it is established that the nonprofit corporation is insolvent; or b. When the nonprofit corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the nonprofit corporation is insolvent. (3) Upon application by a nonprofit corporation to have its dissolution continued under the supervision of the court. (4) When an action has been filed by the Attorney General to dissolve a nonprofit corporation and it is established that liquidation of its affairs should precede the entry of an order of dissolution. (b) Proceedings under this section shall be brought in the circuit court for the county in which the nonprofit corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the nonprofit corporation's most recent registered office is located. (c) It shall not be necessary to make directors or members parties to any action or proceedings unless relief is sought against them personally. (Acts 1984, No. 84-290, p. 502, §57; §10-3A-149; amended and renumbered by Act 2009-513, p. 967, §192; Act 2020-73, §10.)
AL Code § 10A-3-7.12 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 7 - Dissolution.|Section 10A-3-7.12 - Liquidation - Qualification of Receivers.

Section 10A-3-7.12Liquidation - Qualification of receivers. A receiver shall be a natural person, a partnership, a professional association, a professional corporation, or a business corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in Alabama, and shall in all cases give bond as the court may direct with the sureties the court may require. (Acts 1984, No. 84-290, p. 502, §59; §10-3A-151; amended and renumbered by Act 2009-513, p. 967, §192.)
AL Code § 10A-3-7.13 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 7 - Dissolution.|Section 10A-3-7.13 - Liquidation - Filing of Claims in Liquidation Proceedings.

Section 10A-3-7.13Liquidation - Filing of claims in liquidation proceedings. In proceedings to liquidate the assets and affairs of a nonprofit corporation, the court may require all creditors of the nonprofit corporation to file with the clerk of the court or with the receiver, in the form as the court may prescribe, proofs under oath of their respective claims. If the court requires the filing of claims, it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the nonprofit corporation. (Acts 1984, No. 84-290, p. 502, §60; §10-3A-152; amended and renumbered by Act 2009-513, p. 967, §192.)
AL Code § 10A-3-7.14 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 7 - Dissolution.|Section 10A-3-7.14 - Liquidation - Discontinuance of Liquidation Proceedings.

Section 10A-3-7.14Liquidation - Discontinuance of liquidation proceedings. The liquidation of the assets and affairs of a nonprofit corporation may be discontinued at anytime during the liquidation proceedings when it is established that cause for liquidation no longer exists. In that event, the court shall dismiss the proceedings and direct the receiver to redeliver to the nonprofit corporation all its remaining property and assets. (Acts 1984, No. 84-290, p. 502, §61; §10-3A-153; amended and renumbered by Act 2009-513, p. 967, §192.)
AL Code § 10A-3-7.15 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 3 - Nonprofit Corporations.|Article 7 - Dissolution.|Section 10A-3-7.15 - Liquidation - Entry of Order of Involuntary Dissolution.

Section 10A-3-7.15Liquidation - Entry of order of involuntary dissolution. In proceedings to liquidate the assets and affairs of a nonprofit corporation, when the costs and expenses of the proceedings and all debts, obligations, and liabilities of the nonprofit corporation shall have been paid and discharged and all of its remaining property and assets distributed in accordance with the provisions of this chapter, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, and obligations, and all the property and assets have been applied so far as they will go to their payment, the court shall enter an order dissolving the nonprofit corporation, whereupon the existence of the nonprofit corporation shall cease. (Acts 1984, No. 84-290, p. 502, §62; §10-3A-154; amended and renumbered by Act 2009-513, p. 967, §192.)