Section 10A-3-5.06

Merger 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.)