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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...
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11-92B-1
Section 11-92B-1 Definitions. When used in this chapter, the following words and terms shall
have the following meanings, respectively, unless the context clearly indicates otherwise:
(1) ARTICLES. The articles of incorporation of an authority. (2) AUTHORITY. A public corporation
incorporated pursuant to this chapter. (3) BOARD. The board of directors of an authority.
(4) BOND or BONDS. A bond or bonds issued under this chapter. (5) COUNTY OF INCORPORATION.
The county in which an authority has been or is proposed to be incorporated. (6) DIRECTORS.
The members of the board of directors. (7) INCORPORATORS. The natural persons filing a written
application for the incorporation of an authority pursuant to this chapter. (8) JUDGE OF PROBATE.
The judge of probate of the county of incorporation of an authority. (9) MILITARY INSTALLATION.
A federal military fort, base, camp, post, station, yard, depot, arsenal, armory, or installation.
(10) OPERATIONAL AREA. The parcels of realty within a...
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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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27-31B-21
Section 27-31B-21 Conversion to or merger with reciprocal insurer. (a) An association captive
insurance company or industrial insured group formed as a stock or mutual corporation may
be converted to or merged with and into a reciprocal insurer in accordance with a plan therefor
and this section. (b) A plan for this conversion or merger shall satisfy both of the following:
(1) Be fair and equitable to the shareholders, in the case of a stock insurer, or the policyholders,
in the case of a mutual insurer. (2) Provide for the purchase of the shares of any nonconsenting
shareholder of a stock insurer or the policyholder interest of any nonconsenting policyholder
of a mutual insurer in substantially the same manner and subject to the same rights and conditions
as are accorded a dissenting shareholder under Article 13, commencing with Section 10-2B-13.01,
of Chapter 2B of Title 10. (c) A conversion authorized under subsection (a) shall satisfy
all of the following: (1) The conversion shall...
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37-13-1
Section 37-13-1 Definitions. When used in this chapter, unless the context plainly indicates
otherwise, the present tense shall include the future tense, the singular shall include the
plural, the plural shall include the singular and the following words and phrases shall have
the meanings respectively ascribed to them by this section. (1) ADDITIONAL RAIL SERVICE AREA.
Any territory that is outside the boundaries or corporate limits, as the case may be, of any
of its authorizing subdivisions and that the governing body of the county, and of any city
or town, in which such territory is located has by resolution designated as an area in which
the authority may render rail transportation service. (2) AUTHORITY. Any public corporation
organized pursuant to this chapter or any law amendatory thereof or supplemental thereto.
(3) AUTHORIZING SUBDIVISION. Any county, city, or town in this state in which there are located
railroad properties and facilities and whose governing body receives an...
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10A-2A-14.07
Section 10A-2A-14.07 Other claims against dissolved corporation. (a) A dissolved corporation
may publish notice of its dissolution and request that persons with claims against the dissolved
corporation present them in accordance with the notice. (b) The notice authorized by subsection
(a) must: (1) be published at least one time in a newspaper of general circulation in the
county in which the dissolved corporation's principal office is located or, if it has none
in this state, in the county in which the corporation's most recent registered office is located;
(2) describe the information that must be included in a claim and provide a mailing address
to which the claim is to be sent; and (3) state that if not sooner barred, a claim against
the dissolved corporation will be barred unless a proceeding to enforce the claim is commenced
within two years after the publication of the notice. (c) If a dissolved corporation publishes
a newspaper notice in accordance with subsection (b), unless...
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10A-5A-11.13
Section 10A-5A-11.13 Other claims against dissolved series. Notwithstanding Sections 10A-1-9.01
and 10A-1-9.22: (a) A dissolved series may publish notice of its dissolution and request that
persons with claims against the dissolved series present them in accordance with the notice.
(b) The notice authorized by subsection (a) must: (1) be published at least one time in a
newspaper of general circulation in the county in which the limited liability company's principal
office is located or, if it has none in this state, in the county in which the limited liability
company's most recent registered office is located; (2) describe the information that must
be included in a claim and provide a mailing address to which the claim is to be sent; and
(3) state that if not sooner barred, a claim against the dissolved series will be barred unless
a proceeding to enforce the claim is commenced within two years after the publication of the
notice. (c) If a dissolved series publishes a newspaper...
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10A-8A-8.07
Section 10A-8A-8.07 Other claims against dissolved partnership. Notwithstanding Sections 10A-1-9.01
and 10A-1-9.22: (a) A dissolved partnership may publish notice of its dissolution and request
that persons with claims against the dissolved partnership present them in accordance with
the notice. (b) The notice authorized by subsection (a) must: (1) be published at least one
time in a newspaper of general circulation in the county in which the dissolved partnership's
principal office in this state is located, and if none, was last located; (2) describe the
information that must be included in a claim and provide a mailing address to which the claim
is to be sent; (3) state that if not sooner barred, a claim against the dissolved partnership
will be barred unless a proceeding to enforce the claim is commenced within two years after
the publication of the notice; and (4) unless the partnership has been throughout its existence
a limited liability partnership, state that the barring of a...
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11-99B-5
Section 11-99B-5 Authorization and procedure for amendment of certificate of incorporation.
(a) The certificate of incorporation of any district may at any time and from time to time
be amended in the manner provided in this section. (b)(1) The board shall first adopt a resolution
proposing an amendment to the certificate of incorporation which shall be set forth in full
in the said resolution and which amendment may include, without limitation: a. A change in
the name of the district. b. The addition to the project or projects of the district of a
new project or projects and the proposed location thereof. c. Any matters which might have
been included in the original certificate of incorporation, or any change in any such matters.
(2) If any proposed amendment would add any new county, municipality, or public corporation
as a member of a district, such proposed amendment shall include, in addition: a. Provisions
for election of at least one director by the governing body of each such...
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22-3A-7
Section 22-3A-7 Powers of authority. The authority shall have the following powers among others
specified in this chapter: (1) To have succession by its corporate name until dissolved as
provided in this chapter; (2) To sue and be sued and to prosecute and defend, at law or in
equity, in any court having jurisdiction of the subject matter and of the parties thereto;
(3) To have and to use a corporate seal and to alter the same at pleasure; (4) To make and
alter all needful bylaws, rules and regulations for the transaction of the authority's business
and the control of its property and affairs; (5) To provide for the acquisition, construction,
installation, equipping, operation and maintenance of public health facilities, including
the equipping and improvement of existing public health facilities, and to vest title to such
facilities or to cause or permit title to such facilities to be vested in the authority, the
State Board of Health or county board(s) of health, as the directors...
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