10A-2A-17.03
Section 10A-2A-17.03 Certain amendments and transactions; votes required. (a) Unless the certificate of incorporation requires a greater vote, in addition to any other approval of stockholders required under this chapter, the approval of at least two-thirds of the votes entitled to be cast thereon, and, if any class or series of stock is entitled to vote as a separate group thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting group, shall be required for a corporation that is not a benefit corporation to: (1) amend its certificate of incorporation to include a statement that it is subject to this article; or (2)(i) merge with or into another entity, or effect a conversion, if, as a result of the merger or conversion, the stock of any voting group would become, or be converted into or exchanged for the right to receive, stock of a benefit corporation or stock or interests in an entity subject to provisions of organic law analogous to those in this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.03.htm - 4K - Match Info - Similar pages
10A-4-5.08
Section 10A-4-5.08 Application to existing corporations. (a) The provisions of this chapter shall apply to all existing corporations organized under the statute formerly codified as Article 11 of Chapter 4, Title 10 and repealed by Acts 1983, No. 83-514, effective January 1, 1984; provided, that any professional corporation, or nonprofit corporation, in existence on December 31, 1983, in which duly licensed medical and dental professionals are shareholders, or in the case of a nonprofit professional corporation, render medical and dental services, shall be deemed to be in compliance with Sections 10A-4-2.01 and 10A-4-2.03, as amended, and other applicable provisions of this chapter. The repeal of a prior act by this chapter shall not impair, or otherwise affect, the organization or continued existence of an existing domestic professional corporation nor the right of any foreign professional corporation presently qualified to render professional services in Alabama to continue to do so...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-5.08.htm - 2K - Match Info - Similar pages
10A-9A-1.03
Section 10A-9A-1.03 Knowledge and notice. (a) A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under law other than this chapter. (b) A person has notice of a fact when the person: (1) knows of it; (2) receives notification of it; (3) has reason to know the fact from all of the facts known to the person at the time in question; or (4) is deemed to have notice of the fact under subsection (d). (c) A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact. (d) A person is deemed to have notice of a limited partnership's: (1) matters included in the certificate of formation under Sections 10A-9A-2.01(a)(1), (a)(2), (a)(3), (a)(4), if applicable, (a)(5), and (a)(6) upon filing; (2) general partner dissociating as a general partner, 90 days after the effective date of an amendment to the certificate of formation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-1.03.htm - 2K - Match Info - Similar pages
13A-8-10.4
Section 13A-8-10.4 Theft of trademarks or trade secrets. (a) For purposes of this section: (1) ARTICLE. Any object, material, device, or substance or any copy thereof, including a writing, recording, drawing, sample, specimen, prototype, model, photograph, microorganism, blueprint, or map. (2) COPY. A facsimile, replica, photograph, or other reproduction of an article or a note, drawing, or sketch made of or from an article. (3) REPRESENTING. Describing, depicting, containing, constituting, reflecting, or recording. (4) TRADE SECRET. The whole or any part of any scientific or technical information, design, process, procedure, formula, or improvement that has value and that the owner has taken measures to prevent from becoming available to persons other than those selected by the owner to have access for limited purposes. (5) TRADEMARK. Any word, name, symbol, or device adopted and used by any person or business entity to identify his goods or services, and to distinguish them from the...
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10-1-3
in 1901, in the Office of the Secretary of State, a declaration in writing signed by them setting forth: (1) When such corporation was organized, its name and what changes, if any, it is desired to make in such name; (2) The purposes of such corporation as the same are set forth in the original declaration of incorporation, and the alterations and the amendments thereof, if any are desired; (3) If it is desired to increase its powers as to the holding of real estate in area and value and of personal property in value, such declaration shall set forth the limitations prescribed as to these matters in the original articles of incorporation, and any amendments heretofore made thereto, and shall also set forth the increase in area of real property it is desired to acquire and hold, together with the purposes for which it is desired, and the increase in value of personal property desired to be acquired and held, and the purpose for which it is desired, and if such purposes as so declared...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10-1-3.htm - 3K - Match Info - Similar pages
10A-1-3.42
Section 10A-1-3.42 Form and validity of certificates; enforcement of entity's rights; abbreviations. (a) A certificated ownership interest in a domestic entity may contain an impression of the seal of the entity, if any. A facsimile of the entity's seal may be printed or lithographed on the certificate. (b) If a domestic entity is authorized to issue ownership interests of more than one class or series, each certificate representing ownership interests that is issued by the entity must conspicuously state on the front or back of the certificate: (1) the designations, preferences, limitations, and relative rights of the ownership interests of each class or series to the extent they have been determined and the authority of the governing authority to make those determinations as to subsequent classes or series; or (2) that the information required by subsection (1) is stated in the domestic entity's governing documents and that the domestic entity, on written request to the entity's...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.42.htm - 3K - Match Info - Similar pages
10A-3-1.02
Section 10A-3-1.02 Definitions. As used in this chapter, the following terms shall have the following meanings, respectively, unless the context otherwise requires: (1) ARTICLES OF INCORPORATION. The original or restated articles of incorporation or articles of consolidation and all amendments thereto, including articles of merger, of a domestic or foreign nonprofit corporation. The term articles of incorporation of a nonprofit corporation constitutes its certificate of formation as defined in Section 10A-1-1.03(7). The terms may be used interchangeably. The articles of incorporation or certificate of formation of a nonprofit corporation, together with its bylaws, constitute its governing documents within the meaning of Section 10A-1-1.03(40). (2) BOARD OF DIRECTORS. The group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated. The board of directors of a nonprofit corporation is its governing authority as...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-1.02.htm - 2K - Match Info - Similar pages
10A-8A-8.11
Section 10A-8A-8.11 Certificate of reinstatement. A partnership that has dissolved, has filed a statement of dissolution, and is seeking to reinstate in accordance with Section 10A-8A-8.10, shall deliver to the Secretary of State for filing a certificate of reinstatement in accordance with the following: (a) A certificate of reinstatement shall be delivered to the Secretary of State for filing. The certificate of reinstatement shall state: (1) the name of the partnership before reinstatement; (2) the name of the partnership following reinstatement, which partnership name shall comply with Section 10A-8A-8.12; (3) the date of formation of the partnership; (4) the date of filing its statement of dissolution, and all amendments and restatements thereof, and the office or offices where filed; (5) if the partnership has filed a statement of partnership, a statement of not for profit partnership, a statement of authority, or a statement of limited liability partnership, the unique...
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15-13-159
Section 15-13-159 Qualifications - Professional surety company. No professional surety company shall execute or become surety on any appearance bond in this state, unless it has an order granting authorization to become professional surety on any bail. The order granting the authorization shall be reissued annually, prior to January 1 of each year, by the presiding circuit judge of the county in which the company desires to execute bail or appearance bonds. Prior to the judge's issuance of the original order and no later than December 1 of each year, thereafter, professional surety companies shall submit annually to the presiding circuit judge the following: (1) An original or certified copy of a certificate of authority or certificate of compliance from the Department of Insurance reflecting that the company is qualified to write a bail line of insurance and that the company is in good standing with the department. (2) An original qualifying power of attorney issued by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/15-13-159.htm - 5K - Match Info - Similar pages
40-14A-1
Section 40-14A-1 Definitions. For purposes of this chapter, the following terms shall mean: (a) ALABAMA S CORPORATION. An S corporation defined under Section 40-18-160. (b) C CORPORATION. A corporation other than an Alabama S corporation. (c) CODE. The Internal Revenue Code of 1986, as amended from time to time. (d) CORPORATION. An entity, including a limited liability company electing to be taxed as a corporation for federal income tax purposes, through which business can be conducted while offering limited liability to the owners of the entity with respect to some or all of the obligations of the entity, other than a limited liability entity or a disregarded entity. The term "corporation" shall include but not be limited to the following: Corporations, professional corporations, joint stock companies, unincorporated professional associations, real estate investment trusts, limited liability companies electing to be taxed as corporations for federal income tax purposes, and all...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-14A-1.htm - 7K - Match Info - Similar pages
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