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10A-2A-7.25
Section 10A-2A-7.25 Quorum and voting requirements for voting groups. (a) Stock entitled to
vote as a separate voting group may take action on a matter at a meeting only if a quorum
of those shares of stock exists with respect to that matter. Unless the certificate of incorporation
provides otherwise, stock representing a majority of the votes entitled to be cast on the
matter by the voting group constitutes a quorum of that voting group for action on that matter.
Whenever this chapter requires a particular quorum for a specified action, the certificate
of incorporation may not provide for a lower quorum. (b) Once a share of stock is represented
for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of
the meeting and for any adjournment of that meeting unless a new record date is or must be
fixed for that adjourned meeting. (c) If a quorum exists, action on a matter (other than the
election of directors) by a voting group is approved if the votes cast...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.25.htm - 2K - Match Info - Similar pages
10A-2-7.03
Section 10A-2-7.03 Court-ordered meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The circuit court
of the county where a corporation's principal office, or, if none in this state, its registered
office, is located may summarily order a meeting to be held: (1) On application of any shareholder
of the corporation entitled to participate in an annual meeting if an annual meeting was not
held within the earlier of 12 months after the end of the fiscal year or 15 months after its
last annual meeting; or (2) On application of a shareholder who signed a demand for a special
meeting valid under Section 10A-2-7.02, if: (i) Notice of the special meeting was not given
within 30 days after the date the demand was delivered to the corporation's president or secretary;
or (ii) The special meeting was not held in accordance with the notice. (b) The court may
fix the time and place of the meeting, determine the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.03.htm - 1K - Match Info - Similar pages
10A-2-8.21
Section 10A-2-8.21 Action without meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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 or bylaws provide otherwise, action required or permitted by this chapter
to be taken at a board of directors' meeting may be taken without a meeting if the action
is taken by all members of the board. The action must be evidenced by one or more written
consents describing the action taken, signed by each director, and included in the minutes
or filed with the corporate records reflecting the action taken. (b) Action taken under this
section is effective when the last director signs the consent, unless the consent specifies
a different effective date. (c) A consent signed under this section has the effect of a meeting
vote and may be so described in any document. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.21;
amended and renumbered by Act 2009-513, p. 967, §118.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.21.htm - 1K - Match Info - Similar pages
10A-2A-7.05
Section 10A-2A-7.05 Notice of meeting. (a) A corporation shall notify stockholders of the place,
if any, date, and time of each annual and special stockholders' meeting no fewer than 10 nor
more than 60 days before the meeting date. If the board of directors has authorized participation
by means of remote communication pursuant to Section 10A-2A-7.09 for holders of any class
or series of stock, the notice to the holders of that class or series of stock must describe
the means of remote communication to be used. The notice must include the record date for
determining the stockholders entitled to vote at the meeting, if that date is different from
the record date for determining stockholders entitled to notice of the meeting. Unless this
chapter or the certificate of incorporation requires otherwise, the corporation is required
to give notice only to stockholders entitled to vote at the meeting as of the record date
for determining the stockholders entitled to notice of the meeting. (b)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.05.htm - 2K - Match Info - Similar pages
10A-2-11.04
Section 10A-2-11.04 Merger of subsidiary. 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 parent corporation owning at least 80 percent of the outstanding shares of each class
of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders
of the parent or subsidiary. (b) The board of directors of the parent shall adopt a plan of
merger that sets forth: (1) The names of the parent and subsidiary; and (2) The manner and
basis of converting the shares of the subsidiary into shares, obligations, or other securities
of the parent or any other corporation or into cash or other property in whole or part. (c)
The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary
who does not waive the mailing requirement in writing. (d)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.04.htm - 1K - Match Info - Similar pages
10A-20-9.05
Section 10A-20-9.05 Recognition of associations of lessees, etc.; arbitration of certain disputes
arising under real estate leases. (a) Any corporation organized under this article for the
purpose of demonstrating the single tax principal shall, as soon as practicable after August
25, 1976, amend its corporate charter to provide that it will recognize an association of
its lessees and will deal with representatives of the association on any and all matters relating
to leased corporate lands in any manner. (b) Any corporation organized under this article
for the purpose of demonstrating the single tax principal shall, as soon as practicable after
August 25, 1976, amend its corporate charter to provide that any lease agreement covering
real estate shall provide that the lessee may give written notice to the lessor that the lessee
objects to the amount of the rent claimed or requested by the lessor. Upon receipt of the
written notice, the lessor and the lessee, or any association of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-9.05.htm - 3K - Match Info - Similar pages
10A-2A-7.01
Section 10A-2A-7.01 Annual meetings. (a) Unless directors are elected by written consent in
lieu of an annual meeting as permitted by Section 10A-2A-7.04, a corporation shall hold a
meeting of stockholders annually at a time stated in or fixed in accordance with the certificate
of incorporation or bylaws at which directors shall be elected. (b) Unless the board of directors
determines to hold the meeting solely by means of remote communication in accordance with
Section 10A-2A-7.09(c), annual meetings may be held (i) in or out of this state at the place
stated in or fixed in accordance with the certificate of incorporation or bylaws or (ii) if
no place is stated in or fixed in accordance with the certificate of incorporation or bylaws,
at the corporation's principal office. (c) The failure to hold an annual meeting at the time
stated in or fixed in accordance with a corporation's certificate of incorporation or bylaws
does not affect the validity of any corporate action. (Act 2019-94,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.01.htm - 1K - Match Info - Similar pages
22-21-50
Section 22-21-50 Proceedings to establish. (a) Any one or more local governing bodies located
in the same or contiguous counties, within a zone determined by the State Board of Health
as a zone for public hospitals, may act to establish a hospital association, a body corporate
and politic. Before taking action to establish a hospital association, each local governing
body involved shall give notice of the time, place and purpose of a public hearing at which
all residents and taxpayers of the local political subdivision shall be given an opportunity
to be heard. Such notice by the local governing body shall be given by publishing or posting
a notice at least 10 days preceding the day on which the hearing is to be held. In determining
whether a hospital association shall be established, the need for additional hospital beds
in the areas affected shall be determined. After such a hearing, the local governing body
shall determine whether to establish a hospital association, and if it is...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-50.htm - 3K - 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
45-49A-20.03
Section 45-49A-20.03 Report of cost of demolition; resolution fixing costs; sale of salvaged
materials; notice. Upon demolition of such building or structure, the appropriate city official
shall make report to the governing body of the cost thereof, and such governing body shall
adopt a resolution fixing the costs which it finds were reasonably incurred in such demolition
and assessing the same against the property; provided, however, the proceeds of any monies
received from the sale of salvaged materials from the building or structure shall be used
or applied against the cost of the demolition; and provided, further, that any person, firm,
or corporation having an interest in the property may be heard at such meeting as to any objection
he or she may have to the fixing of such costs or the amounts thereof. The city clerk shall
give not less than 15 days' notice of the meeting at which the fixing of such costs are to
be considered by publication in a newspaper of general circulation in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-49A-20.03.htm - 2K - Match Info - Similar pages
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