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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.04.htm - 4K - Match Info - Similar pages
10A-2-6.04
Section 10A-2-6.04 Fractional 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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: (1) Issue
fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition
of fractional shares by the shareholders; (3) Issue scrip in registered or bearer form entitling
the holder to receive a full share upon surrendering enough scrip to equal a full share. (b)
Each certificate representing scrip must be conspicuously labeled "scrip" and must
contain the information required by Section 10A-1-3.42(c). (c) The holder of a fractional
share is entitled to exercise the rights of a shareholder, including the right to vote, to
receive dividends, and to participate in the assets of the corporation upon liquidation. The
holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.04.htm - 1K - Match Info - Similar pages
10A-2A-13.01
Section 10A-2A-13.01 Definitions. Notwithstanding Chapter 1, in this Article 13: (1) "Affiliate"
means a person that directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with another person or is a senior executive of
that person. For purposes of Section 10A-2A-13.02(b)(4), a person is deemed to be an affiliate
of its senior executives. (2) "Corporation" means the corporation that is the issuer
of the stock held by a stockholder demanding appraisal and, for matters covered in Section
10A-2A-13.22 through Section 10A-2A-13.31, includes the surviving organization of a merger.
(3) "Fair value" means the value of the corporation's stock determined: (i) immediately
before the effectiveness of the corporate action to which the stockholder objects; (ii) using
customary and current valuation concepts and techniques generally employed for similar businesses
in the context of the transaction requiring appraisal; and (iii) without...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.01.htm - 5K - Match Info - Similar pages
10A-30-2.08
Section 10A-30-2.08 Management by shareholders; applicable to corporations formed as close
corporations or electing close corporation status prior to January 1, 1995. The certificate
of formation of a close corporation may provide that the business of the corporation shall
be managed by the shareholders of the corporation rather than by a board of directors. So
long as this provision continues in effect: (1) No meeting of shareholders need be called
to elect directors; (2) Unless the context clearly requires otherwise, the shareholders of
the corporation shall be deemed to be directors for purposes of applying provisions of this
article; and (3) The shareholders of the corporation shall be subject to all liabilities of
directors. Such a provision may be inserted in the certificate of formation by amendment if
all incorporators and subscribers or all holders of record of all of the outstanding shares,
whether or not having voting power, authorize such a provision. An amendment to the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.08.htm - 1K - Match Info - Similar pages
27-28-2
Section 27-28-2 Plan for exchange of stock, etc., between domestic stock insurer and holding
company - Procedure for exchange. A plan of exchange shall be adopted and become effective
in the following manner: (1) APPROVAL OF THE BOARDS OF DIRECTORS. - The boards of directors
of each corporate party to the plan of exchange by resolution shall adopt the plan of exchange
which shall set forth the terms and conditions of the exchange and the mode of carrying the
same into effect and such other provisions with respect to the exchange as may be deemed necessary
or desirable. (2) APPROVAL OF COMMISSIONER. - Every plan of exchange, before being submitted
to vote of the stockholders pursuant to subdivision (3) of this section, shall be submitted
for approval to the commissioner in accordance with the following procedure: a. After the
approval required by subdivision (1) of this section is obtained, the domestic company shall
submit to the commissioner three copies of the plan of exchange and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-28-2.htm - 13K - Match Info - Similar pages
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
11-89C-4
Section 11-89C-4 Powers of public corporation; requirements for development or adoption of
rules, procedures, ordinances, etc. (a) When expressly required to comply with storm water
laws, any public corporation created pursuant to this chapter shall have the following powers:
(1) To establish, maintain, and operate an organizational structure pursuant to this chapter,
its original or amended certification, and its bylaws or other rules of procedure, that will
enable it to implement the storm water laws for and on behalf of any governing body that exercises
the option to participate in or with a public corporation, provided that no new or greater
authorities or powers other than those specifically granted to the governing bodies are conferred
upon any public corporation formed pursuant to this chapter. Except for the authority provided
in subdivision (20), authority to enforce the storm water laws is retained wholly and exclusively
to the governing bodies and may not be further...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-89C-4.htm - 10K - Match Info - Similar pages
2-10-98
Section 2-10-98 Organization with capital stock. Incorporated associations may be organized
under this article with capital stock at the option of the organizers. In that event the association
shall be organized by the same method and for the same recording fee as in the case of those
associations organized without capital stock, except that the articles of association shall
set forth also that the association is organized with capital stock and the amount of capital
stock authorized with particulars as to the class or classes thereof and the par value of
shares. There shall be no individual liability on the part of shareholders, members, officers
or directors for the obligations of the corporation. The articles of association may provide
for preferred stock as well as common stock, but all shares shall have a definite par value,
and all shares of the same class shall have the same par value. If so divided, the articles
of incorporation must contain a statement of the number of shares...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/2-10-98.htm - 2K - Match Info - Similar pages
22-21-270
Section 22-21-270 Certificates of need - Period for which valid; extension of time; termination;
transferability. (a) A certificate of need issued under subsection (a) of Section 22-21-265
and Section 22-21-268 shall be valid for a period not to exceed 12 months and may be subject
to one extension not to exceed 12 months, provided the criteria for extension as set forth
in the rules and regulations of the SHPDA are met. Applications for an extension filed under
this section shall be accompanied by a filing fee to be established by rule, not to exceed
25 percent of the original CON application fee. If no obligation has occurred within such
period, the certificate of need shall be considered terminated and shall be null and void.
Should the obligation be incurred within such valid period, the certificate of need shall
be continued in effect for a period not to exceed one year or the completion of the construction
project, whichever shall be later, or the inauguration of the service or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-270.htm - 5K - 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
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