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35-8A-103
Section 35-8A-103 Definitions. In the declaration and bylaws, unless specifically provided
otherwise or the context otherwise requires, and in this chapter, the following terms are
defined as set forth below: (1) AFFILIATE OF A DECLARANT. Any person who controls, is controlled
by, or is under common control with a declarant. A person "controls" a declarant
if the person (i) is a general partner, officer, director, or employer of the declarant, (ii)
directly or indirectly or acting in concert with one or more other persons, or through one
or more subsidiaries, owns, controls, holds with power to vote, or holds proxies representing
more than 20 percent of the voting interest in the declarant, (iii) controls in any manner
the election of a majority of the directors of the declarant, or (iv) has contributed more
than 20 percent of the capital of the declarant. A person "is controlled by" a declarant
if the declarant (i) is a general partner, officer, director, or employer of the person,...
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8-6-2
Section 8-6-2 Definitions. When used in this article, unless the context otherwise requires,
the following terms shall have the meanings respectively ascribed to them by this section:
(1) COMMISSION or SECURITIES COMMISSION. The securities commission. (2) AGENT. Any individual
other than a dealer who represents a dealer or issuer in effecting or attempting to effect
sales of securities, but such term does not include an individual who represents an issuer
in: a. Effecting a transaction in a security exempted by subdivisions (1), (2), (3), (4),
(9) or (10) of Section 8-6-10; b. Effecting transactions exempted by Section 8-6-11; or c.
Effecting transactions with existing employees, partners, or directors of the issuer if no
commission or other remuneration is paid or given directly or indirectly for soliciting any
person in this state. A partner, officer, or director of a dealer or issuer is an agent if
he otherwise comes within this definition. (3) DEALER. Any person engaged in the...
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10A-2-11.06
Section 10A-2-11.06 Effect of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
When a merger takes effect: (1) Every other corporation party to the merger merges into the
surviving corporation and the separate existence of every corporation except the surviving
corporation ceases; (2) The surviving corporation thereupon and thereafter possesses all the
rights, immunities, and franchises, of a public as well as of a private nature, of every corporation
party to the merger; and all property, real, personal and mixed, and all debts due each of
the corporations so merged, are taken and deemed to be transferred and vested in the surviving
corporation without further act or deed; and title to any real estate, or an interest therein,
vested in any of the corporations shall not revert nor in any way be impaired by reason of
the merger; (3) The surviving corporation shall be responsible and...
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10A-2-13.32
Section 10A-2-13.32 Status of shares after payment. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Shares
acquired by a corporation pursuant to payment of the agreed value therefor or to payment of
the judgment entered therefor, as in this chapter provided, may be held and disposed of by
the corporation as in the case of other treasury shares, except that, in the case of a merger
or share exchange, they may be held and disposed of as the plan of merger or share exchange
may otherwise provide. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.32; amended and renumbered
by Act 2009-513, p. 967, §143.)...
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10A-2-10.02
Section 10A-2-10.02 Amendment by board of directors. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Unless
the articles of incorporation provide otherwise, a corporation's board of directors may adopt
one or more amendments to the corporation's articles of incorporation without shareholder
action: (1) To extend the duration of the corporation if it was incorporated at a time when
limited duration was required by law; (2) To delete the names and addresses of the initial
directors; (3) To delete the name and address of the initial registered agent or registered
office, if a statement of change is on file with the Secretary of State; (4) To change each
issued and unissued authorized share of an outstanding class into a greater number of whole
shares if the corporation has only shares of that class outstanding; (5) To change the corporate
name by substituting the word "corporation," or "incorporated," or an...
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10A-2-10.07
Section 10A-2-10.07 Restated articles of incorporation. 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's board of directors may restate its articles of incorporation at any time with
or without shareholder action. (b) The restatement may include one or more amendments to the
articles. If the restatement includes an amendment requiring shareholder approval, it must
be adopted as provided in Section 10A-2-10.03. (c) If the board of directors submits a restatement
for shareholder action, the corporation shall notify each shareholder, whether or not entitled
to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The
notice must also state that the purpose, or one of the purposes, of the meeting is to consider
the proposed restatement that identifies any amendment or other change it would make in the
articles. (d) A corporation restating its articles of incorporation...
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10A-2-11.01
Section 10A-2-11.01 Merger. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY
1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations of the
Constitution of Alabama of 1901 as the same may be amended from time to time, one or more
corporations may merge into another corporation if the board of directors of each corporation
adopts and its shareholders, if required by Section 10A-2-11.03, approve a plan of merger.
(b) The plan of merger must set forth: (1) The name of each corporation planning to merge
and the name of the surviving corporation into which each other corporation plans to merge;
(2) The terms and conditions of the merger; and (3) The manner and basis of converting the
shares of each corporation into shares, obligations, or other securities of any other corporation
or into cash or other property in whole or part. (c) The plan of merger may set forth: (1)
Amendments to the articles of incorporation of the surviving corporation;...
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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...
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10A-2A-11.05
Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries. (a) A domestic
or foreign parent entity that owns stock of a corporation which carries at least 90 percent
of the voting power of each class and series of the outstanding stock of that subsidiary corporation
that has voting power may (i) merge that subsidiary corporation into itself (if it is a corporation,
foreign corporation, or eligible entity), (ii) merge that subsidiary corporation into another
corporation, foreign corporation, or eligible entity in which the parent entity owns at least
90 percent of the voting power of each class and series of the outstanding stock or eligible
interests which have voting power, or (iii) merge itself (if it is a corporation, foreign
corporation, or eligible entity) into that subsidiary corporation, in any case without the
approval of the board of directors or stockholders of that subsidiary corporation, unless
the certificate of incorporation or organizational...
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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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