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41-10-265
Section 41-10-265 Members, directors and officers of authority; quorum; vacancies; no additional
salary for service to authority; effect of resolutions; record of proceedings; establishment
of legislative oversight committee. The applicants named in the application and their respective
successors in office shall constitute the members of the authority. The Governor shall be
the chairman of the authority, the Chief Justice shall be the vice chairman of the authority
and the Director of Finance shall be the secretary of the authority. The State Treasurer shall
be the treasurer of the authority but shall not be a member of the authority. The authority,
at its option, may appoint an assistant secretary who shall not be a member of the authority.
The members of the authority shall constitute all the members of the board of directors of
the authority, which shall be the governing body of the authority. The presence of any three
members of the said board of directors shall constitute a quorum...
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10A-2A-7.40
Section 10A-2A-7.40 Division definitions. In this division: (1) COURT means the designated
court, and if none, the circuit court for the county in which the corporation's principal
office is located in this state, and if none in this state, the circuit court for the county
in which the corporation's most recent registered office is located. (2) DERIVATIVE ACTION
means a civil suit in the right of a corporation or, to the extent provided in Section 10A-2A-7.48,
in the right of a foreign corporation. (3) STOCKHOLDER means a record stockholder, a beneficial
stockholder, and an unrestricted voting trust beneficial owner. (Act 2019-94, §1; Act 2020-73,
§7.)...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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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...
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10A-2-8.24
Section 10A-2-8.24 Quorum and 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 the articles of incorporation
or bylaws require a greater number, a quorum of a board of directors consists of: (1) A majority
of the fixed number of directors if the corporation has a fixed board size; or (2) A majority
of the fixed number of directors prescribed, or if no number is prescribed the number in office
immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors
to consist of no fewer than one-third of the fixed or prescribed number of directors determined
under subsection (a). (c) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the board of directors unless the articles
of incorporation or bylaws require the vote of a...
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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...
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40-29-30
Section 40-29-30 Legal effect of certificate of sale of personal property and deed of real
property. (a) Certificate of sale of property other than real property. In all cases of a
sale of property (other than real property) pursuant to Section 40-29-26, the certificate
of such sale: (1) AS EVIDENCE. Shall be prima facie evidence of the right of the officer to
make such sale, and conclusive evidence of the regularity of his proceedings in making the
sale; and (2) AS CONVEYANCES. Shall transfer to the purchaser all right, title, and interest
of the party delinquent in and to the property sold; and (3) AS AUTHORITY FOR TRANSFER OF
CORPORATE STOCK. If such property consists of stocks, shall be notice when received, to any
corporation, company, or association of such transfer, and shall be authority to such corporation,
company, or association to record the transfer on its books and records in the same manner
as if the stocks were transferred or assigned by the party holding the same, in...
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8-1A-5
Section 8-1A-5 Use of electronic records and electronic signatures; variation by agreement.
(a) This chapter does not require a record or signature to be created, generated, sent, communicated,
received, stored, or otherwise processed or used by electronic means or in electronic form.
(b) This chapter applies only to transactions between parties each of which has agreed to
conduct transactions by electronic means. Whether the parties agree to conduct a transaction
by electronic means is determined from the context and surrounding circumstances, including
the parties' conduct. (c) A party that agrees to conduct a transaction by electronic means
may refuse to conduct other transactions by electronic means. The right granted by this subsection
may not be waived by agreement. (d) Except as otherwise provided in this chapter, the effect
of any of its provisions may be varied by agreement. The presence in certain provisions of
this chapter of the words "unless otherwise agreed," or words of...
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10A-2A-2.07
Section 10A-2A-2.07 Forum selection provisions. (a) The certificate of incorporation or the
bylaws may require that any or all internal corporate claims shall be brought exclusively
in any specified court or courts of this state and, if so specified, in any additional courts
in this state or in any other jurisdictions with which the corporation has a reasonable relationship.
(b) A provision of the certificate of incorporation or bylaws adopted under subsection (a)
shall not have the effect of conferring jurisdiction on any court or over any person or claim,
and shall not apply if none of the courts specified by that provision has the requisite personal
and subject matter jurisdiction. If the court or courts of this state specified in a provision
adopted under subsection (a) do not have the requisite personal and subject matter jurisdiction
and another court of this state does have jurisdiction, then the internal corporate claim
may be brought in the other court of this state,...
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16-6D-9
Section 16-6D-9 Tax credit claims; administrative accountability; verification of requirements;
rules and procedures. (a)(1) An individual taxpayer who files a state income tax return and
is not claimed as a dependent of another taxpayer, a taxpayer subject to the corporate income
tax levied by Chapter 18 of Title 40, an Alabama S corporation as defined in Section 40-18-160,
or a Subchapter K entity as defined in Section 40-18-1 may claim a credit for a contribution
made to a scholarship granting organization. If the credit is claimed by an Alabama S corporation
or Subchapter K entity, the credit shall pass through to and may be claimed by any taxpayer
eligible to claim a credit under this subdivision who is a shareholder, partner, or member
thereof, based on the taxpayer's pro rata or distributive share, respectively, of the credit.
(2) The tax credit may be claimed by an individual taxpayer or a married couple filing jointly
in an amount equal to 100 percent of the total...
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