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10A-2-10.03
Section 10A-2-10.03 Amendment by board of directors and 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 REPEALED IN THE 2019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 corporation's board of directors may propose one or more amendments to the
articles of incorporation for submission to the shareholders. (b) For the amendments to be
adopted: (1) The board of directors must recommend the amendment 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 amendment; and (2) The shareholders entitled to vote on the amendment must approve
the amendment as provided in subsection (e). (c) Subject to the corporation's articles of
incorporation, the board of directors may condition its submission of the proposed amendment
on any basis, except that the board of directors may not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.03.htm - 2K - Match Info - Similar pages
10A-2-12.02
Section 10A-2-12.02 Sale of assets other than in regular course of business. REPEALED IN THE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, a corporation may sell, lease, exchange, or otherwise
dispose of all, or substantially all, of its property, with or without the good will, otherwise
than in the usual and regular course of business on the terms and conditions and for the consideration
determined by the corporation's board of directors, if the board of directors proposes and
its shareholders approve the proposed transaction. (b) For a transaction to be authorized:
(1) The board of directors must recommend the proposed transaction to the shareholders unless
the board of directors determines that because of a conflict of interest or other special
circumstances it should make no recommendation and communicates...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-12.02.htm - 3K - 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
16-48-7
Section 16-48-7 Meetings of board of trustees. (a) The Board of Trustees of Auburn University
shall hold its regular annual meeting each year at the institute on the first Monday in June,
unless the board shall, in regular session, determine to hold its meeting at some other time
and place. Special meetings of the board may be assembled by either one of the two methods
outlined as follows: (1) Special meetings of the board may be called by the Governor. In calling
such special meetings the Governor shall mail a written notice to each trustee at least 10
days in advance of the date of such meetings. (2) Upon the application in writing of any three
members of the board, the Governor shall call a special meeting, naming the time and place
thereof and causing notices to be issued in writing to the several members of the board. Such
meeting shall not be held on a date less than 10 days subsequent to the notice from the Governor.
(b) The members of the board of trustees may recess at any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-48-7.htm - 2K - Match Info - Similar pages
16-47-32
Section 16-47-32 Meetings. (a) The board of trustees shall meet at least once in each year
and on the first Wednesday in June, unless some other day is selected by them, and it may,
by ordinance or resolution adopted by it, prescribe other regular times for meeting. At such
meeting it may continue in session as long as it may deem proper for the welfare of the institution
and may at any session appoint a special or adjourned meeting. Upon the written application
of four members, or of any three members with his or her concurrence, the president pro tempore
shall appoint a special meeting and issue notice thereof to the several members. Such special
meeting shall not be appointed for a day less than seven days subsequent to the date of the
notice. In case there is no president pro tempore of the board, or in case the president pro
tempore is incapacitated to act, then the Governor, as president of the board, shall upon
the written application of four members, in like manner call such...
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16-51-4
of any three members of the board, the Governor shall call a special meeting, naming the time
and place thereof and causing notices to be issued in writing to the several members of the
board. Such meetings shall not be held on a date less than 10 days subsequent to the notice
from the Governor. (b) An emergency meeting of the board may be called when circumstances
exist that are deemed by the Governor or by the president pro tempore or by three members
of the board to present a risk to personal health, safety, or property or to the operation
of the university. The three board members must communicate their request for an emergency
meeting to the Governor or to the president pro tempore by the most expedient means available
to them. Notice of an emergency meeting should be given at least 72 hours prior to the time
it is to commence unless the circumstances of the emergency are such that the meeting must
convene sooner. (c) Members of the Board of Trustees of the University of North...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-51-4.htm - 3K - Match Info - Similar pages
10A-2-13.25
Section 10A-2-13.25 Offer of payment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) As soon as the proposed corporate
action is taken, or upon receipt of a payment demand, the corporation shall offer to pay each
dissenter who complied with Section 10A-2-13.23 the amount the corporation estimates to be
the fair value of his or her shares, plus accrued interest. (b) The offer of payment must
be accompanied by: (1) The corporation's balance sheet as of the end of a fiscal year ending
not more than 16 months before the date of the offer, an income statement for that year, and
the latest available interim financial statements, if any; (2) A statement of the corporation's
estimate of the fair value of the shares; (3) An explanation of how the interest was calculated;
(4) A statement of the dissenter's right to demand payment under Section 10A-2-13.28; and
(5) A copy of this article. (c) Each dissenter who agrees...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.25.htm - 1K - Match Info - Similar pages
27-27-22
Section 27-27-22 Domestic mutual insurers - Bylaws. (a) A domestic mutual insurer shall have
bylaws for the government of its affairs. The initial board of directors of a domestic mutual
insurer shall adopt original bylaws, subject to the approval of the insurer's members at the
next succeeding meeting. The members shall have power to make, modify, and revoke bylaws.
(b) The bylaws shall provide: (1) That each member is entitled to one vote upon each matter
coming to a vote at meetings of members or to more votes in accordance with a reasonable classification
of members as set forth in the bylaws and based upon the amount of insurance in force, number
of policies held, or upon the amount of the premiums paid by such member or upon other reasonable
factors. A member shall have the right to vote in person or by his written proxy made not
less than 30 days prior to the meeting. No such proxy shall be made irrevocable for longer
than a period of three years; (2) For election of directors...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-27-22.htm - 2K - Match Info - Similar pages
16-50-26
of the board shall call a special meeting, naming the time and place thereof and causing notices
to be issued in writing to the several members of the board. Meetings shall not be held on
a date less than 10 days subsequent to the notices from the president of the board. (3) An
emergency meeting of the board may be called when circumstances exist that are deemed by the
president of the board, by the president pro tempore of the board, or by three members of
the board to present a risk to personal health, safety, or property or to the operation
of the university. The three board members shall communicate their request for an emergency
meeting to the president of the board or to the president pro tempore of the board by the
most expedient means available to them. Notice of an emergency meeting shall be given at least
72 hours before the time the emergency meeting is to commence unless the circumstances of
the emergency require the meeting to convene sooner. (4) Members of the board...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-50-26.htm - 3K - Match Info - Similar pages
37-6-16
Section 37-6-16 Conversion of existing corporation into cooperative. Any corporation organized
under the laws of this state for the purpose, among others, of supplying electric energy to
its members may be converted into a cooperative and become subject to this chapter with the
same effect as if originally organized under this chapter by complying with the following
requirements: The proposition for the conversion of such corporation into a cooperative and
proposed articles of conversion to give effect thereto shall be first approved by the board
of trustees or the board of directors, as the case may be, of such corporation. The proposed
articles of conversion shall recite in the caption that they are executed pursuant to this
chapter and shall state: The name of the corporation prior to its conversion into a cooperative;
the address of the principal office of such corporation; the date of the filing of articles
of incorporation of such corporation in the office of the secretary of...
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