|
10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words shall have
the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real
estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS
TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association,
including an Alabama real estate investment trust, a common-law trust, or a Massachusetts
trust, which is engaged in business and in which property is acquired, held, managed, administered,
controlled, invested, or disposed of for the benefit and profit of any person who may become
a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED
LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability
Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the
Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.15.htm - 10K - Match Info - Similar pages
11-62-8
Section 11-62-8 Bonds and notes generally - Form, terms, denominations, etc.; execution, sale,
delivery, redemption, etc.; security for payment of principal or interest; remedies upon default;
liability of municipalities, board, etc., thereupon. (a) Any authority shall have power to
issue from time to time its bonds and notes in such principal amount as its board shall determine
to be necessary to provide sufficient funds for achieving any of its corporate purposes, including
the payment of interest on any of its notes and bonds, the establishment of reserves to secure
any such notes and bonds and all other expenditures of such authority incident to and necessary
or convenient to carry out its corporate purposes and powers. Any authority shall also have
the power to issue from time to time notes to renew notes and bonds to pay notes, including
interest thereon and, whenever it deems refunding expedient, to refund any bonds by the issuance
of new bonds, whether the bonds to be refunded...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-62-8.htm - 12K - Match Info - Similar pages
10A-2A-6.01
Section 10A-2A-6.01 Authorized stock. (a) The certificate of incorporation must set forth any
classes of stock and series of stock within a class, and the number of shares of stock of
each class and series, that the corporation is authorized to issue. If more than one class
or series of stock is authorized, the certificate of incorporation must prescribe a distinguishing
designation for each class or series and, before the issuance of stock of a class or series,
describe the terms, including the preferences, rights, and limitations, of that class or series.
Except to the extent varied as permitted by this section, all shares of stock of a class or
series must have terms, including preferences, rights, and limitations, that are identical
with those of other shares of stock of the same class or series. (b) The certificate of incorporation
must authorize: (1) one or more classes or series of stock that together have full voting
rights, and (2) one or more classes or series of stock (which...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.01.htm - 3K - Match Info - Similar pages
10A-2-6.01
Section 10A-2-6.01 Authorized shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The articles of incorporation
must prescribe the classes of shares and the number of shares of each class that the corporation
is authorized to issue. If more than one class of shares is authorized, the articles of incorporation
must prescribe a distinguishing designation for each class, and, prior to the issuance of
shares of a class, the preferences, limitations, and relative rights of that class must be
described in the articles of incorporation. All shares of a class must have preferences, limitations,
and relative rights identical with those of other shares of the same class except to the extent
otherwise permitted by Section 10A-2-6.02. (b) The articles of incorporation must authorize
(1) one or more classes of shares that together have unlimited voting rights, and (2) one
or more classes of shares, which may be the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.01.htm - 2K - Match Info - Similar pages
10A-2-6.21
Section 10A-2-6.21 Issuance 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) The powers granted
in this section to the board of directors may be reserved to the shareholders by the articles
of incorporation. (b) The board of directors may authorize shares to be issued for consideration
consisting of money, labor done or property actually received. (c) Before the corporation
issues shares, the board of directors must determine that the consideration received or to
be received before issuance for shares to be issued is adequate. That determination by the
board of directors is conclusive insofar as the adequacy of consideration for the issuance
of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized
the issuance of shares, the shares issued therefor are fully paid, and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.21.htm - 1K - Match Info - Similar pages
10A-2-8.04
Section 10A-2-8.04 Election of directors by certain classes of shareholders. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. If the articles of incorporation authorize dividing the shares into classes,
the articles may also authorize the election of all or a specified number of directors by
the holders of one or more authorized classes of shares. A class, or classes, of shares entitled
to elect one or more directors is a separate voting group for purposes of the election of
directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.04; amended and renumbered by Act
2009-513, p. 967, §116.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.04.htm - 997 bytes - Match Info - Similar pages
10A-2-11.02
Section 10A-2-11.02 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) Subject to the limitations
of the Constitution of Alabama of 1901, as it may be amended from time to time, a corporation
may acquire all of the outstanding shares of one or more classes or series of another corporation
if the board of directors of each corporation adopts and, if required by Section 10A-2-11.03,
the shareholders of each corporation approve the exchange. (b) The plan of exchange shall
set forth all of the following: (1) The name of the corporation whose shares will be acquired
and the name of the acquiring corporation. (2) The terms and conditions of the exchange. (3)
The manner and basis of exchanging the shares to be acquired for shares, obligations, or other
securities of the acquiring or any other corporation or for cash or other property in whole
or part. (c) The plan of exchange may set forth other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.02.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-2-7.28
Section 10A-2-7.28 Voting for directors; cumulative 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 otherwise provided in the articles of incorporation, directors are elected by a majority
of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum
is present when the vote is taken. (b) Shareholders do not have a right to cumulate their
votes for directors unless the articles of incorporation so provide. (c) A statement included
in the articles of incorporation that "[all] [a designated voting group of] shareholders
are entitled to cumulate their votes for directors," or words of similar import, means
that the shareholders designated are entitled to multiply the number of votes they are entitled
to cast by the number of directors for whom they are entitled to vote and cast the product
for a single candidate or distribute the product among two or more...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.28.htm - 2K - Match Info - Similar pages
27-27-42
Section 27-27-42 Deficiencies in stock insurer's capital or assets of mutual insurers - Curing
of deficiency. Any insurer receiving the commissioner's notice mentioned in Section 27-27-41:
(1) If a stock insurer and if its articles of incorporation and laws of this state so permit,
by resolution of its board of directors and subject to any limitations upon assessment contained
in its articles of incorporation, may assess its stockholders for amounts necessary to cure
the deficiency and provide the insurer with a reasonable amount of surplus in addition. If
any stockholder fails to pay a lawful assessment after notice given to him in person or by
advertisement in such time and manner as approved by the commissioner, the insurer may require
the return of the original certificate of stock held by the stockholder and, in cancellation
and in lieu thereof, issue a new certificate for such number of shares as the stockholder
may then be entitled to, upon the basis of the stockholder's...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-27-42.htm - 1K - Match Info - Similar pages
|