|
10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting a plan of
merger or share exchange, the board of directors of each corporation party to the merger,
and the board of directors of the corporation whose shares will be acquired in the share exchange,
shall submit the plan of merger, except as provided in subsection (g), or share exchange for
approval by its shareholders. (b) For a plan of merger or share exchange to be approved: (1)
The board of directors must recommend the plan of merger or share exchange to the shareholders,
unless the board of directors determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates the basis for its determination
to the shareholders with the plan; and (2) The shareholders entitled to vote must approve
the plan. (c) Subject to the corporation's articles of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.03.htm - 5K - Match Info - Similar pages
27-43-8
Section 27-43-8 Filing of application for certificate of authority; contents of application;
issuance of certificate. (a) The incorporators shall file with the commissioner an application
for a certificate of authority to do business upon a form to be furnished by the department,
which shall include or have attached the following: (1) The names and, for the preceding 10
years, all addresses and all occupations of all incorporators and proposed directors and officers;
(2) A certified copy of the corporate articles and bylaws and a list of the names, addresses,
and occupations of all directors and principal officers and, if previously incorporated, for
the three most recent years, the corporation annual statements and reports; (3) All agreements
relating to the corporation to which any incorporator or proposed director or officer is a
party; (4) A statement of the amount and sources of the funds available for organization expenses
and the proposed arrangements for reimbursement and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-43-8.htm - 3K - Match Info - Similar pages
10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-1.40.htm - 4K - Match Info - Similar pages
22-21-363
Section 22-21-363 Application for certificate of authority; contents. (a) The incorporators
shall file with the commissioner an application for a certificate of authority to do business
upon a form to be furnished by the department, which shall include or have attached the following:
(1) The names, and for the preceding 10 years, all addresses and all occupations of all incorporators
and proposed directors and officers; (2) A certified copy of the corporate articles and bylaws
and all amendments thereto, a list of the names, addresses, and occupations of all directors
and principal officers and, if previously incorporated, for the three most recent years, the
corporation annual statements and reports; (3) All agreements relating to the corporation
to which any incorporator or proposed director or officer is a party; (4) A statement of the
amount and sources of the funds available for organization expenses and the proposed arrangements
for reimbursement and compensation of incorporators...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-363.htm - 2K - Match Info - Similar pages
10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
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 converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
16-61E-2
Section 16-61E-2 Definitions; purchase authorization; competitive bids; applicability of public
contract laws. (a) For purposes of this chapter, the following terms shall have the following
meanings: (1) EDUCATIONAL INSTITUTION. Educational and eleemosynary institutions governed
by boards of trustees or similar governing bodies, state trade schools, state junior colleges,
state colleges, or universities under the supervision and control of the State Board of Education,
city and county boards of education, district boards of education of independent school districts,
Department of Youth Services, the Alabama Institute for Deaf and Blind, the Alabama School
of Fine Arts, and the Alabama School of Math and Science. (2) INFORMATION TECHNOLOGY. Equipment,
supplies, and other tangible personal property, software, services, or any combination of
the foregoing, used to provide data processing, networking, or communications services. (3)
JOINT PURCHASING AGREEMENT. An agreement in writing...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-61E-2.htm - 4K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
10A-2A-7.32
Section 10A-2A-7.32 Stockholder agreements. (a) An agreement among the stockholders of a corporation
that complies with this section is effective among the stockholders and the corporation even
though it is inconsistent with one or more other provisions of this chapter in that it: (1)
eliminates the board of directors or restricts the discretion or powers of the board of directors;
(2) governs the authorization or making of distributions, regardless of whether they are in
proportion to ownership of stock, subject to the limitations in Section 10A-2A-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 stockholders and directors or by or among any
of them, including use of weighted voting rights or director proxies; (5) establishes the
terms and conditions of any agreement for the transfer...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.32.htm - 5K - Match Info - Similar pages
11-20-70
Section 11-20-70 Establishment of agriculture authority; application; articles of incorporation.
(a) An agriculture authority may be established in any county to construct and operate facilities
to promote agricultural businesses, operations, and commodities, workforce development, and
economic development within the county as further provided in this article. The operational
area of an agriculture authority may not extend beyond the boundaries of the county in which
an agriculture authority is incorporated. (b) Any number of natural persons who are residents
and qualified electors in the county may file an application in writing with the county commission
for authority to incorporate and organize an agriculture authority. If the application is
approved, the county commission shall adopt a resolution declaring it to be wise, expedient,
and beneficial to the county that the agriculture authority be formed and that the persons
filing the application are authorized to form the authority....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-20-70.htm - 5K - Match Info - Similar pages
|