|
10A-2-13.02
Section 10A-2-13.02 Right to dissent. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder is
entitled to dissent from, and obtain payment of the fair value of his or her shares in the
event of, any of the following corporate actions: (1) Consummation of a plan of merger to
which the corporation is a party (i) if shareholder approval is required for the merger by
Section 10A-2-11.03 or the articles of incorporation and the shareholder is entitled
to vote on the merger or (ii) if the corporation is a subsidiary that is merged with its parent
under Section 10A-2-11.04; (2) Consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares will be acquired, if the shareholder
is entitled to vote on the plan; (3) Consummation of a sale or exchange by all, or substantially
all, of the property of the corporation other than in the usual and regular course of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.02.htm - 3K - Match Info - Similar pages
10A-2-10.06
Section 10A-2-10.06 Articles of amendment. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation
amending its articles of incorporation shall deliver to the judge of probate for filing articles
of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment
adopted; (3) If an amendment provides for an exchange, reclassification, or cancellation of
issued shares, provisions for implementing the amendment if not contained in the amendment
itself; (4) The date of each amendment's adoption; (5) If an amendment was adopted by the
board of directors without shareholder action, a statement to that effect and that shareholder
action was not required; (6) If an amendment was approved by the shareholders: (i) The designation,
number of outstanding shares, number of votes entitled to be cast by each voting group entitled
to vote separately on the amendment, and the number of votes of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.06.htm - 1K - Match Info - Similar pages
10A-2-14.05
Section 10A-2-14.05 Effect of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A dissolved
corporation continues its corporate existence but may not carry on any business except that
appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its
assets; (2) Disposing of its properties that will not be distributed in kind to its shareholders;
(3) Discharging or making provision for discharging its liabilities; (4) Distributing its
remaining property among its shareholders according to their interests; and (5) Doing every
other act necessary to wind up and liquidate its business and affairs. (b) Dissolution of
a corporation does not: (1) Alter the limited liability status of its subscribers and shareholders
under Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with
respect to assets distributed to a shareholder in liquidation; (2) Transfer title to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.05.htm - 2K - Match Info - Similar pages
10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter:
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (1) "Articles of incorporation" include amended
and restated articles of incorporation and, in the case of a corporation existing on January
1, 1981, its certificate of incorporation, including any amended certificate, and also include,
except where the context otherwise requires, articles of merger. The term "articles of
incorporations" as used in this chapter is synonymous with the term "certificate
of formation" employed in Chapter 1. (2) "Authorized shares" means the shares
of all classes a domestic or foreign business corporation is authorized to issue. (3) "Corporation"
or "domestic corporation" means a business corporation, which is not a foreign corporation,
incorporated under or subject to the provisions of this chapter. (4) "Distribution"
means a direct or indirect...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-1.40.htm - 4K - Match Info - Similar pages
5-7A-62
Section 5-7A-62 Application to convert charter; written plan of conversion; authorizing
resolution; submission to superintendent; fee; tentative approval; vote of stockholders or
members; directors; articles of incorporation and bylaws; statement of superintendent's objections;
amendment; appeal of disapproval; application to FDIC; final approval and permit. Any savings
institution may apply to the superintendent for permission to convert its charter in order
to do business as a state chartered bank in accordance with the following procedures: (1)
The board of directors shall approve a written plan of conversion, the application for conversion
and shall adopt an authorizing resolution, all by a vote of a majority of all the directors.
The plan of conversion shall include a statement of: a. The proposed organization and management
structure of the resulting bank if the application were approved, and the proposed name under
which it would do business as a bank; b. The method and time...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-7A-62.htm - 7K - Match Info - Similar pages
15-18-179
Section 15-18-179 Application for incorporation; certificate of incorporation; amendment;
board of directors; dissolution; funding; competitive bidding laws not applicable. (a) A public
corporation may be organized as a community punishment and corrections authority pursuant
to this article in any county or group of counties located in one or more judicial circuits.
In order to incorporate the public corporation, any number of natural persons, not less than
three, who are duly qualified electors of a proposed county or counties shall first file a
written application with the county commission or any two or more thereof. The application
shall contain all of the following: (1) The names of each county commission with which the
application is filed. (2) A statement that the applicants propose to incorporate an authority
pursuant to this article. (3) The proposed location of the principal office of the authority.
(4) A statement that each of the applicants is a duly qualified elector of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/15-18-179.htm - 14K - Match Info - Similar pages
10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words
shall have the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST.
A real estate investment trust organized in compliance with the provisions of this chapter.
(2) BUSINESS TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated
trust or association, including an Alabama real estate investment trust, a common-law trust,
or a Massachusetts trust, which is engaged in business and in which property is acquired,
held, managed, administered, controlled, invested, or disposed of for the benefit and profit
of any person who may become a holder of a transferable unit of beneficial interest in the
trust. (3) DOMESTIC LIMITED LIABILITY COMPANY. A limited liability company as defined under
the Alabama Limited Liability Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership
as defined under the Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.15.htm - 10K - Match Info - Similar pages
10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
10A-2-7.28
Section 10A-2-7.28 Voting for directors; cumulative voting. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless otherwise provided in the articles of incorporation, directors are elected by a
majority of the votes cast by the shares entitled to vote in the election at a meeting at
which a quorum is present when the vote is taken. (b) Shareholders do not have a right to
cumulate their votes for directors unless the articles of incorporation so provide. (c) A
statement included in the articles of incorporation that "[all] [a designated voting
group of] shareholders are entitled to cumulate their votes for directors," or words
of similar import, means that the shareholders designated are entitled to multiply the number
of votes they are entitled to cast by the number of directors for whom they are entitled to
vote and cast the product for a single candidate or distribute the product among two or more...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.28.htm - 2K - Match Info - Similar pages
10A-2-8.02
Section 10A-2-8.02 Qualifications of directors. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. The
articles of incorporation or bylaws may prescribe qualifications for directors. A director
shall be a natural person of the age of at least nineteen (19) years but need not be a resident
of this state or a shareholder of the corporation unless the articles of incorporation or
bylaws so prescribe. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.02; amended and renumbered
by Act 2009-513, p. 967, §116.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.02.htm - 905 bytes - Match Info - Similar pages
|