Code of Alabama

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10A-2-6.40
Section 10A-2-6.40 Distributions to shareholders. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A board
of directors may authorize and the corporation may make distributions subject to restriction
by the articles of incorporation and the limitation in subsection (c). (b) If the board of
directors does not fix the record date for determining shareholders entitled to a distribution
other than one involving a repurchase or reacquisition of shares, it is the date the board
of directors authorizes the distribution. (c) No distribution may be made if, after giving
it effect: (1) The corporation would not be able to pay its debts as they become due in the
usual course of business; or (2) The corporation's total assets would be less than the sum
of its total liabilities plus, unless the articles of incorporation permit otherwise, the
amount that would be needed, if the corporation were to be dissolved at the time...
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10A-2A-8.21
Section 10A-2A-8.21 Action without meeting. (a) Except to the extent that the certificate of
incorporation or bylaws require that action by the board of directors be taken at a meeting,
action required or permitted by this chapter to be taken by the board of directors may be
taken without a meeting if each director signs a consent describing the action to be taken
and delivers it to the corporation. (b) Action taken under this section is the act of the
board of directors when one or more consents signed by all the directors are delivered to
the corporation. The consent may specify a later time as the time at which the action taken
is to be effective. A director's consent may be withdrawn by a revocation signed by the director
and delivered to the corporation before delivery to the corporation of unrevoked written consents
signed by all the directors. (c) A consent signed under this section has the effect of action
taken at a meeting of the board of directors and may be described as...
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17-5-8
Section 17-5-8 Reports of contributions and expenditures by candidates, committees, and officials;
filing; procedure. (a) The treasurer, designated filing agent, or candidate, shall file with
the Secretary of State or judge of probate, as designated in Section 17-5-9, periodic reports
of contributions and expenditures at the following times once a principal campaign committee
files its statement under Section 17-5-4 or a political action committee files its statement
of organization under Section 17-5-5: (1) Beginning after the 2012 election cycle, regardless
of whether a candidate has opposition in any election, monthly reports not later than the
second business day of the subsequent month, beginning 12 months before the date of any primary,
special, runoff, or general election for which a political action committee or principal campaign
committee receives contributions or makes expenditures with a view toward influencing such
election's result. A monthly report shall include all...
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9-2-105
Section 9-2-105 Powers and duties of director with respect to Confederate memorials - Cooperation
with citizens' committees, etc. With the approval of the Governor and the Commissioner of
Conservation and Natural Resources, the Director of the Division of Parks may join with any
committee of citizens in erecting any monument or may supplement the amount raised by any
camp of the United Confederate Veterans or camp of the United Sons of Confederate Veterans
or chapter of the United Daughters of the Confederacy or any ladies' memorial association
to erect a monument; provided, that not more than $25,000.00 shall be expended out of such
funds as may be appropriated in any one fiscal year. (Code 1923, §1738; Code 1940, T. 8,
§178.)...
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10A-2-8.10
Section 10A-2-8.10 Vacancy on board. 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
provide otherwise, if a vacancy occurs on a board of directors: (1) The shareholders may fill
the vacancy, whether resulting from an increase in the number of directors or otherwise; or
(2) The board of directors may fill the vacancy, except that the directors shall have the
power to fill a vacancy resulting from an increase in the number of directors only if expressly
provided for in the articles of incorporation; or (3) If the directors remaining in office
constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that
the directors are authorized to fill, by the affirmative vote of a majority of all the directors
remaining in office. (b) If the vacant office was held by a director elected by a voting group
of shareholders, only the holders of shares of that...
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10A-2A-7.04
Section 10A-2A-7.04 Action without meeting. (a) Unless otherwise provided in the certificate
of incorporation, any action required or permitted by this chapter to be taken at any meeting
of the stockholders may be taken without a meeting, and without prior notice, if one or more
consents in writing setting forth the action so taken are signed by the holders of outstanding
stock having not less than the minimum number of votes that would be required to authorize
or take the action at a meeting at which all shares of stock entitled to vote on the action
were present and voted; provided, however, that if a corporation's certificate of incorporation
authorizes stockholders to cumulate their votes when electing directors pursuant to Section
10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action
must be evidenced by one or more written consents describing the action taken, signed by the
stockholders approving the action and delivered to the corporation...
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11-54-175
Section 11-54-175 Amendments to certificate of incorporation; filing of application; approval
or denial by governing body; filing and recordation. The certificate of incorporation of any
authority incorporated under the provisions of this article may at any time and from time
to time be amended in the manner provided in this section. The board shall first adopt a resolution
proposing an amendment to the certificate of incorporation which shall be set forth in full
in the said resolution and which amendment may include any matters which might have been included
in the original certificate of incorporation. After the adoption by the board of a resolution
proposing an amendment to the certificate of incorporation of the authority, the chairman
of the board and the secretary of the authority shall sign and file a written application
in the name of and on behalf of the authority, under its seal, with the governing body of
the authorizing municipality, requesting such governing body to adopt...
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11-99A-22
Section 11-99A-22 Amendments of district. A board may submit to the appointing government a
petition for amendment of the district, to alter its boundary lines, to add additional property
contiguous to the municipality (in the case of a district formed by that municipality) or
to the district, or to make an amendment in the articles of incorporation as the board may
consider expedient. The council may approve changes, and upon approval, changes shall become
effective. To the extent the articles of incorporation are to be amended, the board shall,
following a hearing, make an amendment to the articles of incorporation to be forthwith recorded
in the office of judge of probate of the county or counties in which the district is located,
reflecting the approved amendment. If the amendment adds additional land to a district formed
by a municipality, upon the recording of such amendment, such additional land shall be deemed
annexed into the municipality. However, no land shall be added to a...
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34-39-7
Section 34-39-7 Duties of board; joint approval with Board of Medical Examiners of rules and
regulations. (a) The board shall administer, coordinate, and enforce this chapter. (b) The
board shall, within 90 days of the time at which it is appointed, notify all current practitioners
of occupational therapy in the state, as identified by the American Occupational Therapy Certification
Board, of the enactment of this chapter and its otherwise becoming a law. (c) The board shall
adopt and publish rules and regulations relating to the professional conduct to carry out
the policies of this chapter, including but not limited to regulations relating to professional
licensure, registration, and the establishment of ethical standards of practice. The State
Board of Medical Examiners and the Alabama State Board of Occupational Therapy must jointly
approve any rule, regulation, or policy that interprets, explains, or enumerates the permissible
acts, functions, or services rendered by an...
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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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