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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...
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11-92A-1
Section 11-92A-1 Definitions. When used in this chapter, the following terms shall have the
following meanings, respectively, unless the context clearly indicates otherwise: (1) ARTICLES.
The articles of incorporation or articles of reincorporation of an authority. (2) AUTHORITY.
A public corporation incorporated and reincorporated pursuant to the provisions of this chapter.
(3) AUTHORIZED OPERATIONAL AREA. The county or counties in which the authority has been or
is proposed to be authorized to operate, as designated in its articles of incorporation in
accordance with the provisions of this chapter. If an authority does not designate an authorized
operational area, then such authority's authorized operational area shall be deemed for all
purposes to be solely the county of incorporation of the authority. (4) BOARD OF DIRECTORS.
The board of directors of an authority. (5) BOND OR BONDS. A bond or bonds issued under the
provisions of this chapter. (6) COUNTY OF INCORPORATION. The county...
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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 In this chapter: REPEALED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-2A-6.30
Section 10A-2A-6.30 Stockholders' preemptive rights. (a) The stockholders of a corporation
do not have a preemptive right to acquire the corporation's unissued stock except to the extent
the certificate of incorporation so provides. (b) A statement included in the certificate
of incorporation that "the corporation elects to have preemptive rights" (or words
of similar effect) means that the following principles apply except to the extent the certificate
of incorporation expressly provides otherwise: (1) The stockholders of the corporation have
a preemptive right, granted on uniform terms and conditions prescribed by the board of directors
to provide a fair and reasonable opportunity to exercise the right, to acquire proportional
amounts of the corporation's unissued stock upon the decision of the board of directors to
issue them. (2) A preemptive right may be waived by a stockholder. A waiver evidenced by a
writing is irrevocable even though it is not supported by consideration. (3)...
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22-21-74
Section 22-21-74 Incorporation - Certificate of incorporation - Filing; amendments. (a) The
certificate of incorporation shall have attached thereto a certified copy of the resolution
provided for in Section 22-21-73 and a certificate by the Secretary of State of the State
of Alabama that the name proposed for the corporation is not identical with that of any other
corporation in this state. The certificate of incorporation shall be signed and acknowledged
by the incorporators before an officer authorized by the laws of this state to take acknowledgment
of deeds and, with the documents attached, may be filed with the judge of probate of the county,
who shall forthwith receive and record the same. When the certificate of incorporation and
the documents attached have been filed as provided in this section, the corporation referred
to therein and composed of the incorporators named therein shall come into existence and shall
constitute a body corporate and politic under the name set forth...
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10A-2-10.06
Section 10A-2-10.06 Articles of amendment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation amending
its articles of incorporation shall deliver to the judge of probate for filing articles of
amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted;
(3) If an amendment provides for an exchange, reclassification, or cancellation of issued
shares, provisions for implementing the amendment if not contained in the amendment itself;
(4) The date of each amendment's adoption; (5) If an amendment was adopted by the board of
directors without shareholder action, a statement to that effect and that shareholder action
was not required; (6) If an amendment was approved by the shareholders: (i) The designation,
number of outstanding shares, number of votes entitled to be cast by each voting group entitled
to vote separately on the amendment, and the number of votes of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.06.htm - 1K - Match Info - Similar pages
22-21-184
Section 22-21-184 Refunding securities. (a) The corporation may, at any time and from time
to time, issue refunding securities for the purpose of refunding any securities of the corporation
theretofore issued under Section 22-21-182 and then outstanding, whether or not such securities
shall have matured or are redeemable at the option of the corporation at the time of such
refunding; provided, however, that the maximum principal of securities that the corporation
may at any time issue for refunding purposes shall not exceed the sum of: (1) The outstanding
principal or face amount of the securities being refunded; (2) The unpaid interest accrued
thereon to the date that such refunding securities are issued; (3) Any redemption premium
necessary to be paid in order to redeem the securities to be refunded; and (4) The expenses
estimated to be incurred in connection with such refunding. (b) The principal proceeds derived
by the corporation from the sale of any refunding securities shall be...
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5-7A-62
Section 5-7A-62 Application to convert charter; written plan of conversion; authorizing resolution;
submission to superintendent; fee; tentative approval; vote of stockholders or members; directors;
articles of incorporation and bylaws; statement of superintendent's objections; amendment;
appeal of disapproval; application to FDIC; final approval and permit. Any savings institution
may apply to the superintendent for permission to convert its charter in order to do business
as a state chartered bank in accordance with the following procedures: (1) The board of directors
shall approve a written plan of conversion, the application for conversion and shall adopt
an authorizing resolution, all by a vote of a majority of all the directors. The plan of conversion
shall include a statement of: a. The proposed organization and management structure of the
resulting bank if the application were approved, and the proposed name under which it would
do business as a bank; b. The method and time...
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10A-2-13.02
Section 10A-2-13.02 Right to dissent. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder is entitled
to dissent from, and obtain payment of the fair value of his or her shares in the event of,
any of the following corporate actions: (1) Consummation of a plan of merger to which the
corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03
or the articles of incorporation and the shareholder is entitled to vote on the merger or
(ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04;
(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation
whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation
of a sale or exchange by all, or substantially all, of the property of the corporation other
than in the usual and regular course of...
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22-21-358
while he or she was a board member, officer of the authority, or a physician acting as an agent
of such authority as stated above, against all judgments, fines, amounts paid in settlement
and reasonable expenses (including, without limitation, attorneys' fees actually and necessarily
incurred) as a result of any such action or proceeding, or any appeal therein; provided, however,
that nothing herein shall be construed as permitting indemnification of any person: a. In
connection with any malpractice action or proceeding arising out of or in any way connected
with such person's practice of his profession; b. In connection with an action or proceeding
by such authority in which a person is adjudged liable to such authority; or c. In connection
with any other action or proceeding in which such person is adjudged liable on the basis that
personal benefit was improperly received by such person. (8) To make any other indemnification
now or hereafter authorized by law; and (9) To have and...
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