10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in articles of incorporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation formed under this chapter must set forth: (1) The number of shares the corporation is authorized to issue; (2) The names and addresses of the individuals who are to serve as the initial directors; and (3) The purpose or purposes for which the corporation is organized, which may be stated to be or to include the transaction of any lawful business for which corporations may be incorporated under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent with law regarding: (i) Reservation to the shareholders of the right to adopt the initial bylaws of the corporation; (ii) Managing the...
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37-6-18
Section 37-6-18 Dissolution. (a) A cooperative which has not commenced business may dissolve voluntarily by delivering to the Secretary of State articles of dissolution, executed and acknowledged on behalf of the cooperative by a majority of the incorporators, which shall state: (1) The name of the cooperative; (2) The address of its principal office; (3) The date of its incorporation; (4) That the cooperative has not commenced business; (5) That the amount, if any, actually paid in on account of membership fees, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto and that all easements shall have been released to the grantors; (6) That no debt of the cooperative remains unpaid; and (7) That a majority of the incorporators elect that the cooperative be dissolved. Such articles of dissolution shall be submitted to the Secretary of State for filing as provided in this chapter. (b) A cooperative which has commenced business may dissolve...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-18.htm - 6K - Match Info - Similar pages
10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other entity or entities are the same or another form of entity, may be accomplished as provided in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit corporation, that is a party to a merger, a plan of merger must be approved in accordance with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the governing documents of the corporation provide for approval of a merger by less than all of the corporation's stockholders, approval of the merger shall constitute corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation into 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 surviving entity, notwithstanding any provision in the governing documents of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation that is a constituent organization or the acquired entity in a stock exchange, the plan of merger or stock exchange shall be adopted in the following manner: (a) The plan of merger or stock exchange shall first be adopted by the board of directors. (b) Except as provided in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock exchange shall then be approved by the stockholders. In submitting the plan of merger or stock exchange to the stockholders for approval, the board of directors shall recommend that the stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2), that the stockholders tender their stock to the offeror in response to the offer, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation or (ii) Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.04.htm - 11K - Match Info - Similar pages
11-54B-11
Section 11-54B-11 District management corporation limits, powers, and duties. (a) District management corporations shall be incorporated under the Alabama Nonprofit Corporation Act (Chapter 3A of Title 10) and shall exercise their powers in a manner consistent with such act. (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 must provide the following: (1) That the property, business, and affairs of the corporation shall be managed by a board of directors. (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 such groups will serve for initial terms of one (1), two (2) and three (3) years respectively, and that all directors thereafter elected by the board of directors shall serve for a term of three (3) years. (4)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54B-11.htm - 6K - Match Info - Similar pages
11-47-218
Section 11-47-218 Powers of authorities generally; location of projects; exercise of power of eminent domain. (a) In addition to all other powers at any time conferred on it by law, and subject to any express provisions of its certificate of incorporation to the contrary, an authority shall have the following lawful powers, together with all powers incidental thereto or necessary to discharge thereof in the corporate form: (1) To have succession by its corporate name in perpetuity or for the duration specified in its certificate of incorporation. (2) To sue and be sued in its own name in civil actions and to defend actions against it. (3) To adopt and make use of a corporate seal and to alter the same at pleasure. (4) To adopt, alter, and repeal bylaws, regulations, and rules, not inconsistent with this article or its certificate of incorporation, for the regulation and conduct of the affairs and business of the authority. (5) To acquire, receive, take, and hold, whether by purchase,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-47-218.htm - 12K - Match Info - Similar pages
45-49-100.40
Section 45-49-100.40 Powers of board. The board of school commissioners shall be entitled to receive, levy, assess, and collect all devises, revenues, and taxes to which they were by law entitled at the date of the organization of the Board of Education of the State of Alabama, and they shall have full power to continue in force, revise, modify, and improve, as to them may see fit, the public school system now existing in the County of Mobile, and to make such bylaws, rules, and regulations, not inconsistent with the laws of the state and of the United States, for the government of the board and of the schools, as they may deem expedient or necessary. They shall hold regular meetings of the board at such times as they may fix upon and adjourned or special meetings when necessary. Three members of the board shall constitute a quorum for the transaction of business, but no business involving a change in the system, rules, and regulations or affecting the general interest of the county...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-49-100.40.htm - 5K - Match Info - Similar pages
28-3-1
Section 28-3-1 Definitions. As used in this title, the following words shall have the following meanings unless the context clearly indicates otherwise: (1) ALCOHOLIC BEVERAGES. Any alcoholic, spirituous, vinous, fermented, or other alcoholic beverage, or combination of liquors and mixed liquor, a part of which is spirituous, vinous, fermented, or otherwise alcoholic, and all drinks or drinkable liquids, preparations or mixtures intended for beverage purposes, which contain one-half of one percent or more of alcohol by volume, and shall include liquor, beer, and wine. (2) ASSOCIATION. A partnership, limited partnership, or any form of unincorporated enterprise owned by two or more persons. (3) BEER, or MALT OR BREWED BEVERAGES. Except as otherwise provided in this subdivision, any beer, lager beer, ale, porter, malt or brewed beverage, or similar fermented malt liquor containing one-half of one percent or more of alcohol by volume and not in excess of thirteen and nine-tenths percent...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/28-3-1.htm - 12K - Match Info - Similar pages
35-8B-1
Section 35-8B-1 Definitions; sale of alcoholic beverages. (a) "Community development district" shall mean a private residential development that: (1) Is a size of at least 250 acres of contiguous land area; (2) has at least 100 residential sites, platted and recorded in the probate office of the county as a residential subdivision; (3) has streets that were or will be built with private funds; (4) has a social club with: (i) an 18-hole golf course of regulation size; (ii) a restaurant or eatery used exclusively for the purpose of preparing and serving meals, with a seating capacity of at least 60 patrons; (iii) social club memberships with at least 100 paid-up members who have paid a membership initiation fee of not less than two hundred fifty dollars ($250) per membership; (iv) membership policies whereby membership is not denied or impacted by an applicant's race, color, creed, religion, or national origin; and (v) a full-time management staff for the social activities of the club,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/35-8B-1.htm - 14K - Match Info - Similar pages
11-89A-8
Section 11-89A-8 Powers of authority; location of facilities of authority. (a) Every authority shall have all of the powers necessary and convenient to carry out and effectuate the purposes and provisions of this chapter, including (without limiting the generality of the foregoing) the following powers: (1) To have succession in its corporate name for the duration of time (which may be in perpetuity, subject to the provisions of Section 11-89A-21 specified in its certificate of incorporation); (2) To sue and be sued in its own name in civil suits and actions and to defend suit against it; (3) To adopt and make use of a corporate seal and to alter the same at pleasure; (4) To adopt, alter, and repeal bylaws, regulations, and rules, not inconsistent with the provisions of this chapter, for the regulation and conduct of its affairs and business; (5) To acquire, whether by gift, purchase, transfer, foreclosure, lease, or otherwise, to construct and to expand, improve, operate, maintain,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-89A-8.htm - 10K - Match Info - Similar pages
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