10A-2A-9.12
Section 10A-2A-9.12 Action on a plan of conversion. In the case of a conversion of a corporation
the plan of conversion shall be adopted in the following manner: (a) The plan of conversion
shall first be adopted by the board of directors. (b) The plan of conversion shall then be
approved by the stockholders. In submitting the plan of conversion to the stockholders for
their approval, the board of directors must recommend that the stockholders approve the plan,
unless (i) the board of directors makes a determination that because of conflicts of interest
or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26
applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders
of the basis for its so proceeding. (c) The board of directors may set conditions for approval
of the plan of conversion by the stockholders or the effectiveness of the plan of conversion.
(d) If the approval of the stockholders is to be given at a...
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11-67-23
Section 11-67-23 Notice to owner of public hearing; contents; publication in newspaper; posting
of signs and form thereof. After the passage of the resolution, notice of a public hearing
on the matter shall be given by certified mail, return receipt requested, mailed 30 days prior
to the date of the hearing and shall inform the owner of the time, date, and place of the
hearing and the reason for the hearing. The notice shall be mailed to the owner of the property
as the information appears on record in the office of the tax assessor. All notices shall
carry a list of names of persons or private contractors, or both, who perform the work and
are registered with the city clerk. The names shall not constitute a recommendation and the
failure to include a list shall in no way affect the operation of this article. Notice shall
also be given by publication in a newspaper normally read by all segments of the population
published in the county once a week for two consecutive weeks, or if no...
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12-17-330
Section 12-17-330 Appointment; rehearing; ratification of findings and recommendations. (a)
The Administrative Director of Courts may authorize one or more referee positions in any judicial
circuit on either a full-time or a part-time basis upon submission of a written request by
the presiding circuit court judge and upon consideration of funding and the number of child
support cases in the domestic relations division of the circuit court, including cases brought
pursuant to Title IV-D of the Social Security Act. Once the Administrative Director of Courts
approves the request, the presiding judge of the circuit court may appoint an attorney the
judge believes to be qualified to fill the position, subject to the approval of the Administrative
Director of Courts. The amount to be paid the referee and the manner of payment shall be determined
by the Administrative Director of Courts. (b) The presiding judge of the circuit court may
direct that the referee hear child support cases in the...
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22-15A-3
Section 22-15A-3 Definitions. As used in this chapter, the following words and phrases shall
have the following meanings: (1) BAR AND LOUNGE. Any establishment which is primarily devoted
to the serving of alcoholic beverages for consumption by patrons on the premises and in which
the serving of food is only incidental to the consumption of beverages. Although a restaurant
may contain a bar, the term "bar" shall not include the restaurant dining area.
(2) CHILD CARE FACILITY. Any facility caring for children. (3) DEPARTMENT. The Alabama Department
of Public Health. (4) EMPLOYER. Any person, partnership, association, corporation, or nonprofit
entity that employs five or more persons, including the legislative, executive, and judicial
branches of state government; and any county, city, town, or village or any other political
subdivision of the state; any public authority, commission, agency, or public benefit corporation;
or any other separate corporate instrumentality or unit of state or...
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27-31B-8
Section 27-31B-8 Formation of captive insurance companies in this state. (a) A pure captive
insurance company or a protected cell captive insurance company shall be formed as a stock
or mutual insurer, or as a nonprofit or limited liability company with its capital divided
into units and held by the stockholders, members, or other equivalent as allowed by law. (b)
An association captive insurance company, an industrial insured captive insurance company,
or a risk retention group may be formed in any of the following ways: (1) Organized as a stock
insurer with its capital divided into share units and held by the stockholders, members, or
other equivalent as allowed by law. (2) Organized as a mutual insurer without capital stock,
the governing body of which is elected by the member organizations of its association. (3)
Organized as a reciprocal insurer in accordance with Chapter 31 of this title. (4) Organized
as a manager-managed limited liability company. (c) A captive insurance...
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34-21-126
Section 34-21-126 Interstate Commission of Nurse Licensure Compact Administrators. (a) The
party states hereby create and establish a joint public entity known as the Interstate Commission
of Nurse Licensure Compact Administrators. (1) The commission is an instrumentality of the
party states. (2) Venue is proper, and judicial proceedings by or against the commission shall
be brought solely and exclusively, in a court of competent jurisdiction where the principal
office of the commission is located. The commission may waive venue and jurisdictional defenses
to the extent the commission adopts or consents to participate in alternative dispute resolution
proceedings. (3) Nothing in this compact shall be construed to be a waiver of sovereign immunity.
(b) Membership, voting, and meetings. (1) Each party state shall have and be limited to one
administrator. The head of the state licensing board for each party state, or his or her designee,
shall be the administrator of this compact for that...
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10A-2A-1.45
Section 10A-2A-1.45 Definitions. In this article: (1) "Corporate action" means any
action taken by or on behalf of the corporation, including any action taken by the incorporator,
the board of directors, a committee of the board of directors, an officer or agent of the
corporation or the stockholders. (2) "Date of the defective corporate action" means
the date (or the approximate date, if the exact date is unknown) the defective corporate action
was purported to have been taken. (3) "Defective corporate action" means (i) any
corporate action purportedly taken that is, and at the time such corporate action was purportedly
taken would have been, within the power of the corporation, but is void or voidable due to
a failure of authorization, and (ii) an overissue. (4) "Failure of authorization"
means the failure to authorize, approve, or otherwise effect a corporate action in compliance
with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate
resolution,...
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10A-2A-12.02
Section 10A-2A-12.02 Stockholder approval of certain dispositions. (a) A sale, lease, exchange,
or other disposition of assets, other than a disposition described in Section 10A-2A-12.01,
requires approval of the corporation's stockholders if the disposition would leave the corporation
without a significant continuing business activity. A corporation will conclusively be deemed
to have retained a significant continuing business activity if it retains a business activity
that represented, for the corporation and its subsidiaries on a consolidated basis, at least
(i) 25 percent of total assets at the end of the most recently completed fiscal year, and
(ii) either 25 percent of either income from continuing operations before taxes or 25 percent
of revenues from continuing operations, in each case for the most recently completed fiscal
year. (b) To obtain the approval of the stockholders under subsection (a) the board of directors
shall first adopt a resolution authorizing the disposition....
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11-99A-8
Section 11-99A-8 Internal operations of a district. (a) Each board shall have a chair, a secretary,
and a treasurer or a secretary-treasurer, and may have a vice-chair and other officers as
the board may determine from time to time. (b) All proceedings of a board and of all committees
of the board shall be recorded in minutes, which shall be maintained and available for inspection
by the appointing government. (c) All funds of a district shall be deposited or invested as
directed by the board. However, funds received by the district from a public person and not
from assessments shall be deposited or invested only in a manner as a public person may invest
or deposit funds. (d) Any member of a board and any officer may call a special meeting of
the board as may be permitted by the bylaws or resolutions of the board. Personal notice may
be waived by any members of the board before, at, or after a meeting by waiver in writing
signed by the person giving the waiver. The attendance of any...
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22-30D-8
Section 22-30D-8 Advisory board. (a) There is hereby created the Alabama Drycleaning Environmental
Response Trust Fund Advisory Board consisting of seven persons who are residents of the state
appointed by the Governor of the state and confirmed by the Senate of the state. The members
of the board shall be composed of one individual to represent the interest of each of the
following groups, organizations, and entities: (1) Owners or operators of drycleaning facilities
covered by this chapter that employ no more than 10 full-time employees. (2) Owners or operators
of drycleaning facilities covered by this chapter that employ 11 or more full-time employees
but no more than 24 full-time employees. (3) Owners or operators of drycleaning facilities
covered by this chapter that employ 25 or more full-time employees. (4) Wholesale distributors
covered by this chapter of drycleaning agents with at least one operating in-state wholesale
distribution facility. (5) An environmental group with...
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