27-61-1
functions. 5. CORPORATE RECORDS OF THE COMMISSION The Commission shall maintain its corporate books and records in accordance with the Bylaws. 6. QUALIFIED IMMUNITY, DEFENSE, AND INDEMNIFICATION a. The Members, officers, executive director, employees, and representatives of the Commission, the Executive Committee, and any other Committee of the Commission shall be immune from suit and liability, either personally or in their official capacity, for any claim for damage to or loss of property or personal injury or other civil liability caused by or arising out of any actual or alleged act, error, or omission that occurred, or that the person against whom the claim is made had a reasonable basis for believing occurred within the scope of Commission employment, duties, or responsibilities; provided that nothing in this paragraph shall be construed to protect any such person from suit and/or liability for any damage, loss, injury, or liability caused by the intentional or willful or wanton...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-61-1.htm - 62K - Match Info - Similar pages
10A-3-5.03
Section 10A-3-5.03 Approval of merger or consolidation. (a) A plan of merger or consolidation shall be adopted in the following manner: (1) If the members of any merging or consolidating nonprofit corporation are entitled to vote thereon, the board of directors of the nonprofit corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meeting of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at the meeting. (2) If any merging or consolidating nonprofit corporation has no members, or no members entitled to vote...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-5.03.htm - 1K - Match Info - Similar pages
10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation may at any time restate its certificate of formation as theretofore amended, in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated certificate of formation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. (2) Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be given to each member entitled to vote thereon, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions thereof may be included in the notice of the annual meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-4.04.htm - 3K - Match Info - Similar pages
10A-2A-14.02
Section 10A-2A-14.02 Dissolution by board of directors and stockholders. (a) The board of directors may propose dissolution for submission to the stockholders by first adopting a resolution authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it shall then be approved by the stockholders. In submitting the proposal to dissolve to the stockholders for approval, the board of directors shall recommend that the stockholders approve the dissolution, unless (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding. (c) The board of directors may set conditions for the approval of the proposal for dissolution by stockholders or the effectiveness of the dissolution. (d) If the approval of the stockholders is to be given at a meeting, the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.02.htm - 2K - Match Info - Similar pages
10A-2A-10.22
Section 10A-2A-10.22 Bylaw provisions relating to the election of directors. (a) Unless the certificate of incorporation (i) specifically prohibits the adoption of a bylaw pursuant to this section, (ii) alters the vote specified in Section 10A-2A-7.28(a), or (iii) provides for cumulative voting, a corporation may elect in its bylaws to be governed in the election of directors as follows: (1) each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or a stockholder may indicate an abstention, but without cumulating the votes; (2) to be elected, a nominee shall have received a plurality of the votes cast by holders of stock entitled to vote in the election at a meeting at which a quorum is present, provided that a nominee who is elected but receives more votes against than for election shall serve as a director for a term that shall terminate on the date that is the earlier of (i) 90 days from the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.22.htm - 3K - Match Info - Similar pages
11-54B-50
Section 11-54B-50 District management corporation limits, powers, and duties. (a) District management corporations provided for in this article shall be incorporated under the Alabama Nonprofit Corporation Act, Chapter 3 of Title 10A, and shall exercise their powers in a manner consistent with that law. (b) To qualify for designation by ordinance to manage a self-help business improvement district, the articles of incorporation of a proposed district management corporation shall provide all of the following: (1) That a board of directors shall manage the property, business, and affairs of the corporation. (2) The names and addresses of the initial members of the board of directors. (3) That the initial members of the board shall be divided into three groups which are as equal in number as is possible, that those groups will serve for initial terms of one, two, and three years respectively, and that all directors thereafter elected by the board of directors shall serve for a term of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54B-50.htm - 5K - Match Info - Similar pages
37-6-16
Section 37-6-16 Conversion of existing corporation into cooperative. Any corporation organized under the laws of this state for the purpose, among others, of supplying electric energy to its members may be converted into a cooperative and become subject to this chapter with the same effect as if originally organized under this chapter by complying with the following requirements: The proposition for the conversion of such corporation into a cooperative and proposed articles of conversion to give effect thereto shall be first approved by the board of trustees or the board of directors, as the case may be, of such corporation. The proposed articles of conversion shall recite in the caption that they are executed pursuant to this chapter and shall state: The name of the corporation prior to its conversion into a cooperative; the address of the principal office of such corporation; the date of the filing of articles of incorporation of such corporation in the office of the secretary of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-16.htm - 3K - Match Info - Similar pages
5-5A-44
has approved the acquiring party's acquisition plan. All persons with whom the acquiring party acts directly, indirectly, through, or in concert with to acquire control shall be identified in the application and shall provide all information required by the superintendent. The acquiring party shall file its application with the superintendent, and the application shall, except to the extent expressly waived by the superintendent, contain the following information: (1) The identity, personal history, business background, and experience of each person by whom or on whose behalf the acquisition is to be made, including his or her material business activities and affiliations during the past five years, and a description of any material pending legal or administrative proceedings in which he or she is a party and any criminal indictment or conviction of such person by a state or federal court. (2) A statement of the assets and liabilities of each person by whom or on whose behalf...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-5A-44.htm - 11K - Match Info - Similar pages
10A-2A-7.04
Section 10A-2A-7.04 Action without meeting. (a) Unless otherwise provided in the certificate of incorporation, any action required or permitted by this chapter to be taken at any meeting of the stockholders may be taken without a meeting, and without prior notice, if one or more consents in writing setting forth the action so taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares of stock entitled to vote on the action were present and voted; provided, however, that if a corporation's certificate of incorporation authorizes stockholders to cumulate their votes when electing directors pursuant to Section 10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action must be evidenced by one or more written consents describing the action taken, signed by the stockholders approving the action and delivered to the corporation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.04.htm - 4K - Match Info - Similar pages
45-8-90
as security therefor its assets, and anticipated revenues; (8) to maintain civil actions and have civil actions maintained against it and to defend civil actions against it; (9) to adopt and alter bylaws for the regulation and conduct of its affairs and business; (10) to acquire, receive, and take title to, by purchase, gift, lease, devise, or otherwise, to hold, keep, and develop and to transfer, convey, lease, assign, or otherwise dispose of property of every kind and character, real, personal, and mixed, and any and every interest therein, located within the area of operation of the council, to any person; (11) to make, enter into, and execute such contracts, agreements, leases, and other legal arrangements and to take such steps and actions as may be necessary or convenient in the furtherance of any purpose or the exercise of any power provided or granted to it by law; (12) to borrow money for any council purpose, function, or use and to issue in evidence of the borrowing,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-8-90.htm - 12K - Match Info - Similar pages
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