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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT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
27-31-28
Section 27-31-28 Merger or conversion of domestic insurer. (a) A domestic reciprocal insurer,
upon affirmative vote of not less than two thirds of its subscribers who vote on such merger,
pursuant to due notice and the approval of the commissioner of the terms therefor, may merge
with another reciprocal insurer or be converted to a stock or mutual insurer. (b) Such a stock
or mutual insurer shall be subject to the same capital or surplus requirements and shall have
the same rights as a like domestic insurer transacting like kinds of insurance. (c) The commissioner
shall not approve any plan for such merger or conversion which is inequitable to subscribers
or which, if for conversion to a stock insurer, does not give each subscriber preferential
right to acquire stock of the proposed insurer proportionate to his interest in the reciprocal
insurer, as determined in accordance with Section 27-31-27 and a reasonable length of time
within which to exercise such right. (Acts 1971, No. 407,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31-28.htm - 1K - Match Info - Similar pages
10A-4-4.02
Section 10A-4-4.02 Merger and conversion. (a) A domestic professional corporation may convert
to or merge with another corporation, professional corporation, or another type of entity,
domestic or foreign, under the Alabama Business Corporation Law, or may merge with or convert
to another type of entity as permitted by Article 8 of Chapter 1. Upon the merger, consolidation,
or conversion, if the surviving or new corporation or converted entity, as the case may be,
is to render professional services in Alabama, it shall comply with the provisions of this
chapter. (b) An unincorporated professional association organized under Article 1 of Chapter
30 may merge or consolidate with a professional corporation organized under this chapter.
In the merger, the procedure specified in the Alabama Business Corporation Law shall apply,
provided that: (1) The surviving corporation shall be a domestic professional corporation,
(2) The following terms, when used in the Alabama Business Corporation Law...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-4.02.htm - 2K - Match Info - Similar pages
10A-2-8.24
Section 10A-2-8.24 Quorum and voting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation
or bylaws require a greater number, a quorum of a board of directors consists of: (1) A majority
of the fixed number of directors if the corporation has a fixed board size; or (2) A majority
of the fixed number of directors prescribed, or if no number is prescribed the number in office
immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors
to consist of no fewer than one-third of the fixed or prescribed number of directors determined
under subsection (a). (c) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the board of directors unless the articles
of incorporation or bylaws require the vote of a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.24.htm - 2K - Match Info - Similar pages
11-54B-22
Section 11-54B-22 Merger of business improvement districts. (a) Without the approval of the
governing body of the municipality or the owners of the real property located within the geographical
areas of the districts, any two or more district management corporations located within the
same municipality may merge into one of such district management corporations pursuant to
Article 5 of Chapter 3A of Title 10, as well as this section. (b) Each district management
corporation shall adopt a plan of merger in compliance with subsection (b) of Section 10-3A-100,
which plan of merger, in addition, shall designate the self-help business improvement district
ordinance which shall be applicable to the surviving corporation, provided that such ordinance
was applicable to at least one of the corporations prior to the merger. (c) A plan of merger
shall be approved pursuant to subdivision (2) of subsection (a) of Section 10-3A-102. (d)
The articles of merger provided in Section 10-3A-103, shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54B-22.htm - 1K - Match Info - Similar pages
27-34-17
Section 27-34-17 Amendment of articles of incorporation, constitution, or laws. (a) A domestic
society may amend its articles of incorporation, constitution, or laws in accordance with
the provisions thereof by action of its supreme legislative or governing body at any regular
or special meeting thereof or, if its articles of incorporation, constitution, or laws so
provide, by referendum. Such referendum may be held in accordance with the provisions of its
articles of incorporation, constitution, or laws by the vote of the voting members of the
society, by the vote of delegates or representatives of voting members, or by the vote of
local lodges or branches. No amendment submitted for adoption by referendum shall be adopted
unless, within six months from the date of submission thereof, a majority of all of the voting
members of the society shall have signified their consent to such amendment by one of the
methods specified in this subsection. (b) No amendment to the articles of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-34-17.htm - 3K - Match Info - Similar pages
27-21A-27
Section 27-21A-27 Acquisition of control of or merger of a health maintenance organization.
No person may make a tender for or a request or invitation for tenders of, or enter into an
agreement to exchange securities for or acquire in the open market or otherwise, any voting
security of a health maintenance organization or enter into any other agreement if, after
the consummation thereof, that person would, directly or indirectly, (or by conversion or
by exercise of any right to acquire) be in control of the health maintenance organization,
and no person may enter into an agreement to merge or consolidate with or otherwise to acquire
control of a health maintenance organization, unless at the time any offer, request, or invitation
is made or any agreement is entered into, or prior to the acquisition of the securities if
no offer or agreement is involved, the person has filed with the commissioner and has sent
to the health maintenance organization, information required by Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-21A-27.htm - 1K - Match Info - Similar pages
10A-2-8.08
Section 10A-2-8.08 Removal of directors by shareholders. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
The shareholders may remove one or more directors with or without cause unless the articles
of incorporation provide that directors may be removed only for cause. (b) If a director is
elected by a voting group of shareholders, only the shareholders of that voting group may
participate in the vote to remove him or her. (c) If cumulative voting is authorized, a director
may not be removed if the number of votes sufficient to elect him or her under cumulative
voting is voted against his or her removal. If cumulative voting is not authorized, a director
may be removed only if the number of votes cast to remove him or her exceeds the number of
votes cast not to remove him or her. (d) A director may be removed by the shareholders only
at a meeting called for the purpose of removing him or her and the meeting...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.08.htm - 1K - Match Info - Similar pages
10A-2A-10.04
Section 10A-2A-10.04 Voting on amendments by voting groups. (a) The holders of the outstanding
stock of a class are entitled to vote as a separate voting group (if stockholder voting is
otherwise required by this chapter) on a proposed amendment to the certificate of incorporation
if the amendment would: (1) effect an exchange or reclassification of all or part of the stock
of the class into stock of another class; (2) effect an exchange or reclassification, or create
the right of exchange, of all or part of the stock of another class into stock of the class;
(3) change the rights, preferences, or limitations of all or part of the stock of the class;
(4) change the stock of all or part of the class into a different number of shares of stock
of the same class; (5) create a new class of stock having rights or preferences with respect
to distributions that are prior or superior to the stock of the class; (6) increase the rights,
preferences, or number of authorized shares of stock of any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.04.htm - 2K - Match Info - Similar pages
27-27-44
Section 27-27-44 Conversion of mutual insurer into stock insurer. (a) A mutual insurer may
become a stock insurer under such plan and procedure as may be approved by the commissioner
after a hearing thereon. (b) The commissioner shall not approve any such plan or procedure
unless: (1) It is equitable to the insurer's members; (2) It is subject to approval by vote
of not less than three-fourths of the insurer's current members voting thereon in person,
by proxy, or by mail at a meeting of members called for the purpose pursuant to such reasonable
notice and procedure as may be approved by the commissioner; if a life insurer, right to vote
may be limited to members who hold policies other than term or group policies and whose policies
have been in force for not less than one year; (3) The equity of each policyholder in the
insurer is determinable under a fair formula approved by the commissioner, which such equity
shall be based upon not less than the insurer's entire surplus, after...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-27-44.htm - 3K - Match Info - Similar pages
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