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10A-2-14.31
Section 10A-2-14.31 Procedure for judicial dissolution. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Venue for a proceeding to dissolve a corporation lies in the county where a corporation's
articles of incorporation are filed, or, in the case of a corporation created by an act of
the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which resulted
from a merger or consolidation, in Montgomery County. (b) It is not necessary to make shareholders
parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint
a receiver or custodian pendente lite with all powers and duties the court directs, take other
action required to preserve the corporate assets wherever located, and carry on the business
of the corporation until a full hearing can be held. (d)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.31.htm - 1K - Match Info - Similar pages
10A-2A-6.02
Section 10A-2A-6.02 Terms of class or series determined by board of directors. (a) When
any corporation desires to issue any shares of stock of any class or of any series of any
class of which the powers, designations, preferences, and relative, participating, optional,
or other rights, if any, or the qualifications, limitations, or restrictions thereof, if any,
shall not have been set forth in the certificate of incorporation or in any amendment thereto
but shall be provided for in a resolution or resolutions adopted by the board of directors
pursuant to authority expressly vested in it by the certificate of incorporation or any amendment
thereto, a certificate of designations setting forth a copy of the board resolution or resolutions
and the number of shares of stock of the class or series as to which the resolution or resolutions
apply shall be executed and delivered to the Secretary of State for filing and shall become
effective in accordance with Article 4 of Chapter 1. If the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.02.htm - 4K - Match Info - Similar pages
10A-2A-9.14
Section 10A-2A-9.14 Amendment of plan of conversion; abandonment. (a) A plan of conversion
of a converting organization that is a corporation may be amended: (1) in the same manner
as the plan was approved, if the plan does not provide for the manner in which it may be amended;
or (2) in the manner provided in the plan, except that if the plan has been approved by the
stockholders that were entitled to vote on, consent to, or approve of the plan, then those
stockholders are entitled to vote on, consent to, or approve of any amendment of the plan
that will change: (i) the amount or kind of eligible interests or other securities, obligations,
rights to acquire eligible interests or other securities, cash, other property, or any combination
of the foregoing, to be received by any of the stockholders of the converting corporation
under the plan; (ii) the organizational documents of the converted organization that will
be in effect immediately after the conversion becomes effective, except...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.14.htm - 2K - Match Info - Similar pages
8-6-110
Section 8-6-110 Definitions. The following words and phrases, as used in this article,
shall have the following meanings: (1) AUTHORIZING ACT. Any of the following statutes or acts:
a. Any of the following sections, as amended: Section 11-20-1 et seq., relating to
industrial revenue bonds to be issued by counties; Section 11-54-20 et seq., relating
to industrial revenue bonds to be issued by municipalities; Section 11-54-80 et seq.,
relating to industrial revenue bonds to be issued by municipal industrial development boards;
Section 11-58-1 et seq., relating to industrial revenue bonds to be issued by municipal
medical clinic boards, Section 22-21-170 et seq., relating to industrial revenue bonds
to be issued by county and municipal hospital authorities; and Section 11-20-30 et
seq., relating to industrial revenue bonds to be issued by county industrial development boards.
b. The following acts of the Alabama Legislature: Act No. 4, enacted at the 1956 Second Special
Session of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/8-6-110.htm - 5K - Match Info - Similar pages
10A-2-13.30
Section 10A-2-13.30 Court action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If a demand for
payment under Section 10A-2-13.28 remains unsettled, the corporation shall commence
a proceeding within 60 days after receiving the payment demand and petition the court to determine
the fair value of the shares and accrued interest. If the corporation does not commence the
proceeding within the 60 day period, it shall pay each dissenter whose demand remains unsettled
the amount demanded. (b) The corporation shall commence the proceeding in the circuit court
of the county where the corporation's principal office, or, if none in this state, its registered
office, is located. If the corporation is a foreign corporation without a registered office
in this state, it shall commence the proceeding in the county in this state where the registered
office of the domestic corporation merged with or whose shares were...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.30.htm - 3K - Match Info - Similar pages
10A-2-15.43
Section 10A-2-15.43 Foreign corporation acting as fiduciary not deemed doing business
in this state. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.
THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A foreign corporation, insofar as it acts in a
fiduciary capacity in this state pursuant to the provisions of this division, shall not be
deemed to be transacting business in this state, but no foreign corporation acting in a fiduciary
capacity in this state pursuant to the provisions of this division without qualifying to do
business in this state pursuant to this article or other applicable provisions of law shall
establish or maintain in this state a place of business, branch office, or agency for the
conduct of business as a fiduciary. Nothing contained in this division shall diminish the
authority of out-of-state banks and trust companies to establish or acquire and maintain trust
offices or representative trust offices, or both, under the provisions of Chapter...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-15.43.htm - 1K - Match Info - Similar pages
10A-2-7.21
Section 10A-2-7.21 Voting entitlement of shares. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Except as provided in subsections (b) and (c) or unless the articles of incorporation provide
otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter
voted on at a shareholders' meeting. Only shares are entitled to vote. (b) The shares of a
corporation are not entitled to vote if they are owned, directly or indirectly, by a second
corporation, domestic or foreign, and the first corporation owns, directly or indirectly,
a majority of the shares entitled to vote for directors of the second corporation, unless
a court of competent jurisdiction determines that the voting of the shares is not for the
purpose of perpetuation of management or other improper purpose. (c) Subsection (b) does not
limit the power of a corporation to vote any shares, including its own shares, held by it...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.21.htm - 1K - Match Info - Similar pages
10A-2-7.32
Section 10A-2-7.32 Shareholder agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement
among the shareholders of a corporation that complies with this section is effective
among the shareholders and the corporation even though it is inconsistent with one or more
provisions of this chapter in that it: (1) Eliminates the authority of the board of directors
or restricts the discretion or powers of the board of directors; (2) Governs the authorization
or making of distributions whether or not in proportion to ownership of shares, subject to
the limitations in Section 10A-2-6.40; (3) Establishes who shall be directors or officers
of the corporation, or their terms of office or manner of selection or removal; (4) Governs,
in general or in regard to specific matters, the exercise or division of voting power by or
between the shareholders and directors or by or among any of them, including use of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.32.htm - 5K - Match Info - Similar pages
10A-2A-11.08
Section 10A-2A-11.08 Abandonment of a merger or stock exchange. (a) After a plan of
merger or stock exchange has been adopted and approved as required by this Article 11, and
before the statement of merger or stock exchange has become effective, the plan may be abandoned
by a corporation that is a party to the plan without action by its stockholders in accordance
with any procedures set forth in the plan of merger or stock exchange or, if no procedures
are set forth in the plan, in the manner determined by the board of directors. (b) If a merger
or stock exchange is abandoned under subsection (a) after the statement of merger or stock
exchange has been delivered to the Secretary of State for filing but before the merger or
stock exchange has become effective, a statement of abandonment signed by all the parties
that signed the statement of merger or stock exchange shall be delivered to the Secretary
of State for filing before the statement of merger or stock exchange becomes effective....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.08.htm - 1K - Match Info - Similar pages
10A-3-6.01
Section 10A-3-6.01 Sale, lease, exchange, or mortgage of assets. A sale, lease, exchange,
mortgage, pledge or other disposition of all, or substantially all, the property and assets
of a nonprofit corporation may be made upon the terms and conditions and for the consideration,
which may consist in whole or in part of money or property, real or personal, including shares
of any corporation for profit, domestic or foreign, as may be authorized in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition
and directing that it be submitted to a vote at a meeting of members entitled to vote thereon,
which may be either an annual or a special meeting. Written notice stating that the purpose,
or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage,
pledge, or other disposition of all, or substantially all, the property...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-6.01.htm - 2K - Match Info - Similar pages
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