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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-2A-6.01
Section 10A-2A-6.01 Authorized stock. (a) The certificate of incorporation must set forth any
classes of stock and series of stock within a class, and the number of shares of stock of
each class and series, that the corporation is authorized to issue. If more than one class
or series of stock is authorized, the certificate of incorporation must prescribe a distinguishing
designation for each class or series and, before the issuance of stock of a class or series,
describe the terms, including the preferences, rights, and limitations, of that class or series.
Except to the extent varied as permitted by this section, all shares of stock of a class or
series must have terms, including preferences, rights, and limitations, that are identical
with those of other shares of stock of the same class or series. (b) The certificate of incorporation
must authorize: (1) one or more classes or series of stock that together have full voting
rights, and (2) one or more classes or series of stock (which...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.01.htm - 3K - Match Info - Similar pages
27-31B-21
Section 27-31B-21 Conversion to or merger with reciprocal insurer. (a) An association captive
insurance company or industrial insured group formed as a stock or mutual corporation may
be converted to or merged with and into a reciprocal insurer in accordance with a plan therefor
and this section. (b) A plan for this conversion or merger shall satisfy both of the following:
(1) Be fair and equitable to the shareholders, in the case of a stock insurer, or the policyholders,
in the case of a mutual insurer. (2) Provide for the purchase of the shares of any nonconsenting
shareholder of a stock insurer or the policyholder interest of any nonconsenting policyholder
of a mutual insurer in substantially the same manner and subject to the same rights and conditions
as are accorded a dissenting shareholder under Article 13, commencing with Section 10-2B-13.01,
of Chapter 2B of Title 10. (c) A conversion authorized under subsection (a) shall satisfy
all of the following: (1) The conversion shall...
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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
11-50-313
Section 11-50-313 Board of directors. (a) Each corporation formed or the certificate of incorporation
of which is amended under this article shall have a board of directors which shall constitute
the governing body of the corporation, which board shall consist of at least three members.
In any Class 4 municipality which has adopted a mayor-council form of government pursuant
to Chapter 43B (commencing with Section 11-43B-1) of this title, any corporation formed pursuant
to this chapter may have a governing body which shall consist of seven members. Any corporation,
located in any Class 5 municipality, which is governed by a local law enacted in the 1995
Regular Session may have a governing body which shall consist of seven members. No fee shall
be paid to any director for services rendered with respect to a sanitary sewer system. In
any instance where the system or systems owned and operated by the corporation are any one
or more of a water system, a gas system, and an electric system,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50-313.htm - 9K - Match Info - Similar pages
37-7-5
Section 37-7-5 Board of directors - Election; expenses; president; secretary. Each corporation
formed under this chapter shall have a board of directors, which board shall constitute the
governing body of the corporation. The directors of the corporation, other than those named
in its certificate of incorporation, shall be elected annually by the members entitled to
vote therefor. The directors must be members and shall not be entitled to compensation for
their services but shall be entitled to reimbursement for expenses incurred by them in the
performance of their duties. The board shall elect annually from its own number a president
and a secretary. (Acts 1935, No. 45, p. 100; Code 1940, T. 18, ยง14.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-7-5.htm - 1016 bytes - Match Info - Similar pages
11-101A-6
Section 11-101A-6 Board of directors. (a) Each corporation shall be governed by a board of
directors composed of the number of directors provided in the certificate of incorporation
as most recently amended. Unless provided to the contrary in its certificate of incorporation,
all powers of the authority shall be exercised by the board or pursuant to this authorization.
Subject to the provisions of subdivision (8) of subsection (b) of Section 11-101A-4, the board
shall consist of directors having those qualifications, being elected or appointed by that
person or persons, including, without limitation, the board itself, one or more authorizing
subdivisions, or other counties and municipalities, and other entities or organizations and
in the manner, and serving for the terms of office, all as shall be specified in the certificate
of incorporation of the authority. Notwithstanding the foregoing, no fewer than a majority
of the directors shall be elected by the governing body or bodies of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-101A-6.htm - 4K - 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-30-2.07
Section 10A-30-2.07 Agreements restricting discretion of directors; applicable to corporations
formed as close corporations or electing close corporation status prior to January 1, 1995.
A written agreement among the shareholders of a close corporation holding a majority of the
outstanding shares entitled to vote, whether solely among themselves or with a party not a
shareholder, is not invalid, as between the parties to the agreement, on the ground that it
so relates to the conduct of the business and affairs of the corporation as to restrict or
interfere with the discretion or powers of the board of directors. The effect of any such
agreement shall be to relieve the directors and impose upon the shareholders who are parties
to the agreement the liability for managerial acts or omissions which is imposed on directors
to the extent and so long as the discretion or powers of the board in its management of corporate
affairs is controlled by such agreement. (Acts 1980, No. 80-633, p....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.07.htm - 1K - Match Info - Similar pages
10A-2A-7.20
Section 10A-2A-7.20 Stockholders' list for meeting. (a) After fixing a record date for a meeting,
a corporation shall prepare an alphabetical list of the names of all its stockholders who
are entitled to notice of a stockholders' meeting. If the board of directors fixes a different
record date under Section 10A-2A-7.07(e) to determine the stockholders entitled to vote at
the meeting, a corporation also shall prepare an alphabetical list of the names of all its
stockholders who are entitled to vote at the meeting. A list must be arranged by voting group
(and within each voting group by class or series of stock) and show the address of and number
of shares of stock held by each stockholder. If the corporation has an electronic mail address
for a stockholder and the corporation uses that electronic mail address to send notices and
other communications to that stockholder, then the corporation shall include that electronic
mail address on the stockholders' list. (b) The stockholders' list...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.20.htm - 4K - Match Info - Similar pages
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