(a) A plan of conversion of a converting organization that is a nonprofit corporation may be amended:

non profit

Need help reviewing 501c forms?
Have it reviewed by a lawyer, get answers to your questions and move forward with confidence.
Connect with a lawyer now

Terms Used In Alabama Code 10A-3A-13.06

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • person: includes a corporation as well as a natural person. See Alabama Code 1-1-1
  • property: includes both real and personal property. See Alabama Code 1-1-1
  • state: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Alabama Code 1-1-1
  • Statute: A law passed by a legislature.
(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) in the manner provided in the plan, except that if the plan has been approved by the members that were entitled to vote on, consent to, or approve of the plan, then those members are entitled to vote on, consent to, or approve of any amendment of the plan that will change:

(i) the amount or kind of interests, if any, or other securities, obligations, rights to acquire interests, if any, or other securities, cash, other property, or any combination of the foregoing, to be received by the members, if any, of the converting nonprofit corporation under the plan;
(ii) the organizational documents of the converted organization that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted organization under its governing statute or organizational documents; or
(iii) any other terms or conditions of the plan, if the change would adversely affect the members in any material respect.
(b) After a plan of conversion has been approved by a converting organization that is a nonprofit corporation in the manner required by this article and before the statement of conversion becomes effective, the plan may be abandoned by the nonprofit corporation without action by its members, if any, or a person or group of persons under Section 10A-3A-13.08, in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, in the manner determined by the board of directors.
(c) If a conversion is abandoned after the statement of conversion has been delivered to the Secretary of State for filing and before the statement of conversion becomes effective, a statement of abandonment, signed by the converting organization, must be delivered to the Secretary of State for filing before the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:

(1) the name of the converting organization;
(2) the date on which the statement of conversion was filed by the Secretary of State; and
(3) a statement that the conversion has been abandoned in accordance with this section.
  Previous section
Next section  
 Article 13 Contents