Section 10A-3-5.04

Articles of merger or consolidation.

(a) Upon the approval, articles of merger or articles of consolidation shall be executed for each 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, and shall set forth:

(1) The plan of merger or the plan of consolidation.

(2) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, then as to each the nonprofit corporation (i) a statement setting forth the date of the meeting of members at which the plan was adopted, that a quorum was present at the meeting, and that the plan received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting, or (ii) a statement that the amendment was adopted by a consent in writing signed by all members entitled to vote with respect thereto.

(3) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote thereon, then as to each nonprofit corporation a statement of the fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that the plan received the vote of a majority of the directors in office.

(4) As to each nonprofit corporation incorporated under the law of Alabama, the county in which its certificate of formation or other comparable charter document is filed.

(b) The articles of merger or articles of consolidation and the additional number of copies as may be required for purposes of Section 10A-1-4.02 shall be delivered to the Secretary of State for filing pursuant to Section 10A-1-4.02.

(Acts 1984, No. 84-290, p. 502, §44; §10-3A-103; amended and renumbered by Act 2009-513, p. 967, §187.)