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10A-2A-6.02
Section 10A-2A-6.02 Terms of class or series determined by board of directors. (a) When any
corporation desires to issue any shares of stock of any class or of any series of any class
of which the powers, designations, preferences, and relative, participating, optional, or
other rights, if any, or the qualifications, limitations, or restrictions thereof, if any,
shall not have been set forth in the certificate of incorporation or in any amendment thereto
but shall be provided for in a resolution or resolutions adopted by the board of directors
pursuant to authority expressly vested in it by the certificate of incorporation or any amendment
thereto, a certificate of designations setting forth a copy of the board resolution or resolutions
and the number of shares of stock of the class or series as to which the resolution or resolutions
apply shall be executed and delivered to the Secretary of State for filing and shall become
effective in accordance with Article 4 of Chapter 1. If the...
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45-41-141
Section 45-41-141 Definitions. (a) The following words and phrases used in this part, and others
evidently intended as the equivalent thereof, in the absence of clear implication herein otherwise,
shall be given the following respective interpretations herein: (1) AMENDMENT 392. That certain
amendment to the Constitution of Alabama of 1901, as amended, proposed by Act 80-313 enacted
at the 1980 Regular Session of the Legislature. (2) AUTHORIZING AMENDMENT. That certain amendment
to the Constitution of Alabama of 1901, as amended, proposed by Act 88-479 enacted at the
1988 Regular Session of the Legislature. (3) CODE. The Code of Alabama 1975, as amended. (4)
COMMERCIAL BUILDING. Any building, structure, or other improvement to real property, excluding,
however, any dwelling that: a. Is subject to ad valorem taxation and has a fair market value,
according to the records of the tax assessor pertaining to state and county ad valorem taxation
for the fiscal or ad valorem tax year of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-41-141.htm - 8K - Match Info - Similar pages
27-27-43
Section 27-27-43 Mutualization of stock insurers. (a) A stock insurer other than a title insurer
may become a mutual insurer under such plan and procedure as may be approved by the commissioner
after a hearing thereon. (b) The commissioner shall not approve any such plan, procedure,
or mutualization unless: (1) It is equitable to stockholders and policyholders; (2) It is
subject to approval by the holders of not less than three-fourths of the insurer's outstanding
capital stock having voting rights and by not less than three-fourths of the insurer's policyholders
who vote on such plan in person, by proxy, or by mail pursuant to such notice and procedure
as may be approved by the commissioner; (3) If a life insurer, the right to vote thereon is
limited to holders of policies other than term or group policies and whose policies have been
in force for more than one year; (4) Mutualization will result in retirement of shares of
the insurer's capital stock at a reasonable price as specified...
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10A-30-2.12
Section 10A-30-2.12 Shareholders' option to dissolve corporation; applicable to corporations
formed as close corporations or electing close corporation status prior to January 1, 1995.
(a) The certificate of formation of any close corporation may include a provision granting
to any shareholder, or to the holders of any specified number or percentage of shares of any
class of shares, an option to have the corporation dissolved at will or upon the occurrence
of any specified event or contingency. Whenever any such option to dissolve is exercised,
the shareholders exercising the option shall give written notice thereof to all other shareholders.
After the expiration of 30 days following the sending of the notice, the dissolution of the
corporation shall proceed as if the required number of shareholders having voting power had
consented in writing to dissolution of the corporation as provided by the Alabama Business
Corporation Law. (b) If the certificate of formation as originally filed...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.12.htm - 2K - Match Info - Similar pages
11-89-5
Section 11-89-5 Authorization and procedure for amendment of certificate of incorporation.
(a) The certificate of incorporation of any district incorporated under the provisions of
this chapter may at any time and from time to time be amended in the manner provided in this
section. (b)(1) The board of directors of the district shall first adopt a resolution proposing
an amendment to the certificate of incorporation which shall be set forth in full in the said
resolution and which amendment may include: a. A change in the name of the district; b. The
addition to the service area of the district of new territory lying within any municipality
or, in the case of territory not lying within any municipality, any county in which the district's
then existing service area lies; c. Provisions for the operation of a system or facility the
operation of which is not then provided for in the certificate of incorporation of the district
and which the district is authorized by this chapter to operate;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-89-5.htm - 8K - Match Info - Similar pages
10A-2-6.32
Section 10A-2-6.32 Cancellation of reacquired shares. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
A corporation may at any time, by resolution of its board of directors, and without shareholder
action: (1) Cancel all or any part of the shares of the corporation reacquired by it other
than shares the reissuance of which is prohibited by the articles of incorporation, and in
the event a statement of cancellation shall be filed under this section; or (2) File a statement
of cancellation with respect to shares the reissuance of which is prohibited by the articles
of incorporation. (b) The statement of cancellation shall be executed by the corporation and
delivered to the judge of probate for filing. The statement shall set forth: (1) The name
of the corporation; (2) The number of reacquired shares canceled by resolution duly adopted
by the board of directors, itemized by classes and series, and the date of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.32.htm - 2K - Match Info - Similar pages
10A-2A-1.20
Section 10A-2A-1.20 Requirements for filing instruments; extrinsic facts. (a) Whenever any
filing instrument is to be filed with the Secretary of State or in accordance with this chapter,
such instrument shall be executed as follows: (1) Except as provided in subsection (a)(3),
the certificate of incorporation, and any other instrument to be filed before the election
of the initial board of directors if the initial directors were not named in the certificate
of incorporation, shall be signed by the incorporator or incorporators or the successors and
assigns of the incorporator or incorporators. If any incorporator is not available then any
other instrument may be signed, with the same effect as if the incorporator had signed it,
by any person for whom or on whose behalf the incorporator, in executing the certificate of
incorporation, was acting directly or indirectly as employee or agent, provided that the other
instrument shall state that the incorporator is not available and the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.20.htm - 5K - 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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40-16-3
Section 40-16-3 Returns. (a) Every financial institution, no later than the due date, including
applicable extensions, for its corresponding federal income tax or federal information return,
shall make and file with the Department of Revenue a return, signed under the penalties of
perjury by its cashier, treasurer, or other authorized officer or employee, if a corporation,
or by a person or authorized employee in charge of the conduct of the business to be taxed
if an individual, firm, association, or other legal entity, in such form as may be prescribed
by the Department of Revenue, giving such detailed information as the Department of Revenue
may in its opinion require to determine the net income of the financial institution for the
taxable year, by the net income of which the excise tax is to be measured. (b) Qualified corporate
groups, as in this chapter defined, shall have the option to file one excise tax return on
a consolidated basis or to file separate returns. Qualified...
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40-12-240
Section 40-12-240 Definitions. (a) For the purpose of this article, the following terms shall
have the respective meanings ascribed by this section: (1) DEPARTMENT. The Alabama Department
of Revenue. (2) ESTABLISHED PLACE OF BUSINESS. A place actually occupied either continuously
or at regular periods at or from which a business or a part thereof is transacted. (3) FARM
TRACTOR. Every motor vehicle designed and used primarily as a farm implement for drawing plows,
mowing machines, and other implements designed and used for agricultural purposes and only
incidentally moved upon public highways. (4) FARMER. An individual, partnership, cooperative
corporation, or other entity actively engaged in agriculture or agricultural activities as
the same are circumscribed and defined in paragraphs a. and b. of Section 41-14-51(1). (5)
FLEET. A group of similarly classified fleet vehicles comprised of 50 or more units or other
amount as prescribed by the department. (6) FLEET OPERATOR. A person,...
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