10A-2-6.01
Section 10A-2-6.01 Authorized shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The articles of
incorporation must prescribe the classes of shares and the number of shares of each class
that the corporation is authorized to issue. If more than one class of shares is authorized,
the articles of incorporation must prescribe a distinguishing designation for each class,
and, prior to the issuance of shares of a class, the preferences, limitations, and relative
rights of that class must be described in the articles of incorporation. All shares of a class
must have preferences, limitations, and relative rights identical with those of other shares
of the same class except to the extent otherwise permitted by Section 10A-2-6.02. (b)
The articles of incorporation must authorize (1) one or more classes of shares that together
have unlimited voting rights, and (2) one or more classes of shares, which may be the...
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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...
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11-50-392
Section 11-50-392 Contents, acknowledgment, filing, and recordation of certificate of
incorporation; procedure for amendment thereof; dissolution of district and disposition of
systems, etc., upon payment of indebtedness of district in full. (a) The certificate of incorporation
of any gas district incorporated under this article shall state: (1) The name of the corporation,
which shall be a name indicating in a general way the area or municipalities proposed to be
served by the district (e.g., "The South Alabama Gas District" or "The _____
County Gas District" or "The _____, _____, and _____ (naming the municipalities
which are members thereof) Gas District"); (2) The names of all the municipalities which
are to be members of the district; (3) The location of the principal office of the district
and its post office address; (4) The period for the duration of the corporation (if the duration
is to be perpetual, this fact should be stated); and (5) The objects for which the district
is...
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10A-2-13.01
Section 10A-2-13.01 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (1) "Corporate
action" means the filing of articles of merger or share exchange by the judge of probate
or Secretary of State, or other action giving legal effect to a transaction that is the subject
of dissenters' rights. (2) "Corporation" means the issuer of shares held by a dissenter
before the corporate action, or the surviving or acquiring corporation by merger or share
exchange of that issuer. (3) "Dissenter" means a shareholder who is entitled to
dissent from corporate action under Section 10A-2-13.02 and who exercises that right
when and in the manner required by Sections 10A-2-13.20 through 10A-2-13.28. (4) "Fair
Value," with respect to a dissenter's shares, means the value of the shares immediately
before the effectuation of the corporate action to which the dissenter objects, excluding
any appreciation or depreciation in...
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11-50-312
Section 11-50-312 Acknowledgment, filing and recordation of certificate of incorporation;
amendment of certificate of corporation formed under this article or under Division 1 of Article
8 of this chapter. (a) The certificate of incorporation of any corporation organized under
this article shall state: (1) The name of the corporation, which shall be a name indicating
the system or systems for the operation of which the corporation is organized (e.g., "the
waterworks and electric board of the City (or Town) of _____," or "the utilities
board of the City (or Town) of _____"); (2) The location of its principal office and
the post office address thereof; (3) The period for the duration of the corporation (if the
duration is to be perpetual, this fact should be stated); and (4) The objects for which the
corporation is organized. The certificate of incorporation may also contain any provisions
not contrary to law which the incorporators may choose to insert for the regulation and conduct
of...
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10A-2-11.01
Section 10A-2-11.01 Merger. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations
of the Constitution of Alabama of 1901 as the same may be amended from time to time, one or
more corporations may merge into another corporation if the board of directors of each corporation
adopts and its shareholders, if required by Section 10A-2-11.03, approve a plan of
merger. (b) The plan of merger must set forth: (1) The name of each corporation planning to
merge and the name of the surviving corporation into which each other corporation plans to
merge; (2) The terms and conditions of the merger; and (3) The manner and basis of converting
the shares of each corporation into shares, obligations, or other securities of any other
corporation or into cash or other property in whole or part. (c) The plan of merger may set
forth: (1) Amendments to the articles of incorporation of the surviving corporation;...
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11-50-314
Section 11-50-314 Powers of corporation generally; provisions in mortgages, deeds of
trust, or pledge agreements executed by corporation as to rights of parties thereto, etc.
(a) Each corporation formed or the certificate of incorporation of which is amended under
this article shall have the following powers together with all powers incidental thereto or
necessary to the discharge thereof in corporate form: (1) To have succession by its corporate
name for the duration of time (which may be in perpetuity) specified in its certificate of
incorporation or until dissolved as provided in this article; (2) To sue and be sued and to
defend civil actions against it; (3) To make use of a corporate seal and to alter the same
at pleasure; (4) To acquire, purchase, construct, operate, maintain, enlarge, extend, and
improve any system or systems, the operation of which is provided for in the certificate of
incorporation of such corporation or in any amendment thereto (whether or not such system
or...
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10A-2-16.02
Section 10A-2-16.02 Inspection of records by shareholders. 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 of a domestic corporation or of a foreign corporation with its principal
office within this state is entitled to inspect and copy, during regular business hours at
the corporation's principal office, or if its principal office is outside this state, at a
reasonable location within this state, specified by the corporation, any of the records of
the corporation described in Section 10A-2-16.01(e) if he or she gives the corporation
written notice of his or her demand at least five business days before the date on which he
or she wishes to inspect and copy. (b) A shareholder of a domestic corporation or of a foreign
corporation with its principal office within this state who shall have been a holder of record
of shares for 180 days immediately preceding his or her demand or who is the holder...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03,
as used in this chapter, unless otherwise specified or unless the context otherwise requires,
the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all
classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL
STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record
stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any
other documents permitted or required to be delivered for filing by a corporation with the
Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate,
or replace the certificate of incorporation. After an amendment of the certificate...
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13A-9-71
Section 13A-9-71 Registration of charitable organizations, professional fund raisers,
and commercial co-venturers, and professional solicitors; notification of changes; exempt
persons; annual report; prohibition against fund raising by unregistered person; contracts
between professional fund raisers and commercial co-venturers; appointment of Secretary of
State as agent for service of process; use of name of charitable organization without consent;
disclosure by solicitors; violations and penalties; injunctive relief. (a) Every charitable
organization, except those granted an exemption in subsection (f), which is physically located
in this state, intends to solicit contributions in or from this state, or to have contributions
solicited in this state, on its behalf, by other charitable organizations, paid solicitors,
or commercial co-venturers in or from this state shall, prior to any solicitation, file a
registration statement with the Attorney General upon a form prescribed by the...
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