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10A-2-7.24
Section 10A-2-7.24 Corporation's acceptance of votes. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
If the name signed on, or otherwise submitted by means of an electronic transmission with
respect to, a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder,
the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or
proxy appointment and give it effect as the act of the shareholder. (b) If the name signed
on, or otherwise submitted by means of an electronic transmission with respect to, a vote,
consent, waiver, or proxy appointment does not correspond to the name of its shareholder,
the corporation if acting in good faith is nevertheless entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as the act of the shareholder if: (1) The
shareholder is an entity and the name signed or otherwise submitted by means of...
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10A-2A-10.03
Section 10A-2A-10.03 Amendment by board of directors and stockholders. If a corporation has
issued stock, an amendment to the certificate of incorporation shall be adopted in the following
manner: (a) The proposed amendment shall first be adopted by the board of directors. (b) Except
as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment shall
then be approved by the stockholders. In submitting the proposed amendment to the stockholders
for approval, the board of directors shall recommend that the stockholders approve the amendment,
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 10A-2A-8.26
applies. If either (i) or (ii) applies, the board of directors must inform the stockholders
of the basis for its so proceeding. (c) The board of directors may set conditions for the
approval of the amendment by the stockholders or the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.03.htm - 3K - Match Info - Similar pages
10A-2A-2.02
Section 10A-2A-2.02 Certificate of incorporation. Notwithstanding Section 10A-1-3.05: (a) The
certificate of incorporation must set forth: (1) a corporate name for the corporation that
satisfies the requirements of Article 5 of Chapter 1; (2) the number of shares of stock the
corporation is authorized to issue; (3) the street and mailing addresses of the corporation's
initial registered office, the county within this state in which the street and mailing address
is located, and the name of the corporation's initial registered agent at that office as required
by Article 5 of Chapter 1; and (4) the name and address of each incorporator. (b) The certificate
of incorporation may set forth: (1) the names and addresses of the individuals who are to
serve as the initial directors; (2) provisions not inconsistent with law regarding: (i) the
purpose or purposes for which the corporation is organized; (ii) managing the business and
regulating the affairs of the corporation; (iii) defining,...
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10A-3-2.43
Section 10A-3-2.43 Power to indemnify directors or officers. Each nonprofit corporation shall
have the power to indemnify any director or officer or former director or officer of the corporation,
or any person who may have served at its request as a director or officer of another corporation,
whether profit or nonprofit, in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and reasonably incurred by him or her in connection with
the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made
a party by reason of being or having been such director or officer, except in relation to
matters as to which he or she shall be adjudged in the action, suit, or proceeding to be liable
for negligence or misconduct in the performance of his or her duty; and to make any other
indemnification that shall be authorized by the governing documents of the nonprofit corporation,
vote of the board of directors, or resolution adopted...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-2.43.htm - 1K - Match Info - Similar pages
10A-3-2.44
Section 10A-3-2.44 Assertion of lack of capacity or power; defense of ultra vires No act of
a nonprofit corporation and no conveyance or transfer of real or personal property to or by
a nonprofit corporation shall be invalid by reason of the fact that the corporation was without
capacity of power to do an act or to make or receive a conveyance or transfer, but lack of
capacity of power may be asserted: (1) In a proceeding by a member or a director against the
nonprofit corporation to enjoin the doing or continuation of unauthorized acts, or the transfer
of real or personal property by or to the nonprofit corporation. If the unauthorized acts
or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract
to which the nonprofit corporation is a party, the court may, if all of the parties to the
contract are parties to the proceeding and if it deems the same to be equitable, set aside
and enjoin the performance of the contract, and in so doing may allow to...
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11-101A-19
Section 11-101A-19 Authorization of securities. (a) Any resolution authorizing any securities
under this chapter may contain a recital that they are issued pursuant to this chapter, which
recital shall be conclusive evidence that the securities have been duly authorized pursuant
to this chapter, notwithstanding any other law now in force or hereafter enacted or amended.
Upon the adoption by the board of any resolution providing for the issuance of securities,
the authority may cause to be published once a week for two consecutive weeks in a newspaper
published in the county in which the principal office of the authority is located, or, if
there is no newspaper, then in a daily newspaper published in the state, a notice in substantially
the following form, with any appropriate changes, to the extent applicable and with the blanks
being properly filled in: " ___, a public corporation and instrumentality under the laws
of the State of Alabama, has authorized the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-101A-19.htm - 2K - Match Info - Similar pages
11-41-8
Section 11-41-8 Validation of previously invalidated incorporations and alterations of corporate
limits. (a) In all cases prior to May 14, 2012, where there has been an attempt to organize
the inhabitants of any territory as a municipal corporation under this article, and the judge
of probate of the county in which the territory is situated has entered an order that the
inhabitants of the territory are incorporated as a town or city, as the case may be, pursuant
to Section 11-41-4, but the attempted incorporation is invalid because of some irregularity
in the procedure followed, the incorporation of that municipality so attempted to be organized
and with respect to which the order has been made is validated ab initio in accordance with
the description of the territory attempted to be incorporated as the description is contained
in the order or, if the description of the territory attempted to be incorporated is not contained
in the order in accordance with the description of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-41-8.htm - 3K - Match Info - Similar pages
11-54-178
Section 11-54-178 Powers of authority; location of projects; public meetings. (a) An authority
shall have the following powers, together with all powers incidental thereto or necessary
to the discharge thereof in corporate form: (1) To have succession by its corporate name for
the duration of time (which may be perpetuity, subject to the provisions of Section 11-54-189)
specified in its certificate of incorporation. (2) To sue and be sued in its own name and
to prosecute and defend civil actions in any court having jurisdiction of the subject matter
and of the parties. (3) To adopt and make use of a corporate seal and to alter the same at
pleasure. (4) To adopt and alter bylaws for the regulation and conduct of its affairs and
business. (5) To acquire, whether by purchase, construction, exchange, gift, lease, or otherwise
and to refinance existing indebtedness on, improve, maintain, equip, and furnish one or more
projects, including all real and personal properties which the board of...
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11-54A-24
Section 11-54A-24 Authorities organized under prior acts. Any downtown redevelopment authority
established under Acts 1982, No. 303, Acts 1984, No. 395, Acts 1984, No. 415, Acts 1985, No.
185, or any other authority organized under any act of this state prior to May 29, 1985, for
the purpose of revitalizing or redeveloping the central business district of any city or town
in Alabama may reincorporate under the provisions of this chapter by the filing of a restated
certificate of incorporation with the judge of probate of the county wherein the certificate
of incorporation of the authority was originally filed for record but the provisions of Section
11-54A-4 need not be complied with and, if the authority had previously received an authorizing
resolution, no new authorizing resolution shall be required. The governing body of the city
shall not be required to reappoint the directors of any such authority and the directors then
in office shall continue in office and their terms of office...
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11-85-105
Section 11-85-105 Powers of the authority. The authority shall have the following powers: (1)
To have succession by its corporate name until dissolved as provided in this article. (2)
To institute and defend legal proceedings in any court of competent jurisdiction and proper
venue; provided, that the authority may not be sued in any trial court other than the courts
of the county in which is located the principal office of the authority; provided further,
that the officers, directors, and agents of the authority may not be sued for action on behalf
of the authority in any trial court other than the courts of the county in which is located
the principal office of the authority. (3) To have and to use a corporate seal and to alter
the seal at pleasure. (4) To establish a fiscal year. (5) To anticipate by the issuance of
its bonds the receipt of the revenues appropriated and pledged in this article. (6) To pledge
the proceeds of the appropriations and pledges provided for in this article...
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