Section 10-3A-143

Revocation of voluntary dissolution proceedings.

(a) A corporation may, at any time prior to the issuance of a certificate of dissolution by the probate judge, revoke the action theretofore taken to dissolve the 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 such 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 such meeting is to consider the advisability of revoking the voluntary dissolution proceedings, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to revoke the voluntary dissolution proceedings shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting.

(2) If there are no members, or no members entitled to vote thereon, a resolution to revoke the voluntary dissolution proceedings shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.

(b) Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members entitled to vote thereon, a statement of revocation of voluntary dissolution proceedings shall be executed for the corporation by its president or a vice president, and by its secretary or an assistant secretary, and verified by one of the officers signing such statement, which statement shall set forth:

(1) The name of the corporation.

(2) The names and respective addresses of its officers.

(3) The names and respective addresses of its directors.

(4) If there are members entitled to vote thereon, (i) a statement setting forth the date of the meeting of members at which the resolution to revoke the voluntary dissolution proceedings was adopted, that a quorum was present at such meeting, and that such resolution received at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting, or (ii) a statement that such resolution was adopted by a consent in writing signed by all members entitled to vote with respect thereto.

(5) If there are no members, or no members entitled to vote thereon, a statement of such fact, the date of the meeting of the board of directors at which the resolution to revoke the voluntary dissolution proceedings was adopted and a statement of the fact that such resolution received the vote of a majority of the directors in office.

(c) The statement of revocation of voluntary dissolution proceedings shall be delivered to the probate judge. If the probate judge finds that such statement conforms to law, he shall, when all fees prescribed in this chapter have been paid:

(1) Endorse on the statement of revocation of voluntary dissolution proceedings the word "filed," and the hour, day, month and year of the filing thereof.

(2) File the statement of revocation of voluntary dissolution proceedings in his office.

(d) Upon the filing of a statement of revocation of voluntary dissolution proceedings, the corporation may thereupon again conduct its affairs.

(Acts 1984, No. 84-290, p. 502, §51.)