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10A-2-8.33
Section 10A-2-8.33 Liability for unlawful distributions. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Unless he or she complies with the applicable standards of conduct described in Section 10A-2-8.30,
a director who votes for or assents to a distribution made in violation of this chapter or
the articles of incorporation is personally liable to the corporation for the amount of the
distribution that exceeds what could have been distributed without violating this chapter
or the articles of incorporation. (b) A director held liable for an unlawful distribution
under subsection (a) is entitled to contribution: (1) From every other director who voted
for or assented to the distribution without complying with the applicable standards of conduct
described in Section 10A-2-8.30, and (2) From each shareholder for the amount the shareholder
accepted knowing the distribution was made in violation of this chapter or...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-1.40.htm - 4K - Match Info - Similar pages
10A-2A-8.31
Section 10A-2A-8.31 Standards of liability for directors. Notwithstanding Division C of Article
3 of Chapter 1: (a) A director shall not be liable to the corporation or its stockholders
for any decision to take or not to take action, or any failure to take any action, as a director,
unless the party asserting liability in a proceeding establishes that: (1) no defense interposed
by the director based on (i) any provision in the certificate of incorporation authorized
by Section 10A-2A-2.02(b)(4) or by Section 10A-2A-2.02(b)(6), or (ii) the protection afforded
by Section 10A-2A-8.60, precludes liability; and (2) the challenged conduct consisted or was
the result of: (i) action not in good faith; or (ii) a decision (A) which the director did
not reasonably believe to be in the best interests of the corporation, or (B) as to which
the director was not informed to an extent the director reasonably believed appropriate in
the circumstances; or (iii) a lack of objectivity due to the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.31.htm - 4K - Match Info - Similar pages
37-6-3
Section 37-6-3 Enumerated powers. A cooperative shall have the power: (1) To sue and be sued
in its corporate name. (2) To adopt a corporate seal and alter the same at its pleasure. (3)
To generate, manufacture, purchase, acquire and transmit electric energy and to distribute,
sell, supply and dispose of electric energy to its members, to governmental agencies and political
subdivisions and to other persons; provided, however, that should a cooperative acquire any
electric facilities dedicated or devoted to the public use, it may continue to serve the persons
served directly from such facilities at the time of such acquisition without requiring that
such persons become members, and, provided further, that such nonmembers shall have the right
to become members upon nondiscriminatory terms. Cooperatives may not condition membership
or provision of service on compliance by the member with requirements not directly related
to the electric or other service to be provided by the cooperative....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-3.htm - 19K - Match Info - Similar pages
10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
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10A-2-8.25
Section 10A-2-8.25 Committees. 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, a board of directors may create one or more committees and appoint
members of the board of directors to serve on them. Each committee may have one or more members,
who serve at the pleasure of the board of directors. (b) The creation of a committee and appointment
of members to it must be approved by the greater of (1) a majority of all the directors in
office when the action is taken or (2) the number of directors required by the articles of
incorporation or bylaws to take action under Section 10A-2-8.24. (c) Sections 10A-2-8.20 through
10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice, and
quorum and voting requirements of the board of directors, apply to committees and their members
as well. (d) To the extent specified by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.25.htm - 2K - Match Info - Similar pages
11-50-210
Section 11-50-210 Definitions. For the purposes of this article, the following terms shall
be deemed to have the meanings respectively ascribed to them in this section: (1) MUNICIPALITY.
A municipal corporation in the State of Alabama. (2) PUBLIC GAS CORPORATION. A public corporation
having corporate power to own and operate one or more gas systems and existing under the provisions
of any of the following: Articles 8, 9, and 12 of this chapter. (3) AUTHORIZING MUNICIPALITY.
Each municipality which authorized the incorporation of a particular public gas corporation
or the governing body of which consented to, or made determinations prerequisite to, the incorporation
of a particular public gas corporation. (4) GAS SYSTEM. A plant and system for the manufacture
and distribution of gas or a system for the purchase, transportation, and distribution, or
any of them, of manufactured or natural gas, together with all appurtenances thereto and all
property used or useful in connection...
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22-30D-3
Section 22-30D-3 Definitions. Unless otherwise defined in this chapter, the definitions of
terms included in Section 22-30-3 shall be applicable to this chapter. For the purposes of
this chapter, the following terms have the following meanings: (1) ABANDONED DRYCLEANING FACILITY.
Any real property premises or individual leasehold space located in this state owned by any
person in which a drycleaning facility or wholesale distribution facility formerly operated;
provided, however, that any owner or operator or wholesale distributor who shall have elected
not to be covered by the provisions of this chapter shall not be considered a person owning
or leasing such a facility for the purposes of this chapter. (2) ADJACENT LAND OWNER. Any
owner, lessor, or mortgagee of any real property onto which contamination from a drycleaning
facility, abandoned drycleaning facility, or wholesale distribution facility of any owner
or operator or wholesale distributor who shall have elected to be covered...
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10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal rights,
and to obtain payment of the fair value of that stockholder's stock, in the event of any of
the following corporate actions: (1) consummation of a merger to which the corporation is
a party (i) if the corporation is a subsidiary and the merger is governed by Section 10A-2A-11.05
or (ii) if stockholder approval is required for the merger by Section 10A-2A-11.04, or would
be required but for the provisions of Section 10A-2A-11.04(j), except that appraisal rights
shall not be available to any stockholder of the corporation with respect to stock of any
class or series that remain outstanding after consummation of the merger; (2) consummation
of a stock exchange to which the corporation is a party the stock of which will be acquired,
except that appraisal rights shall not be available to any stockholder of the corporation
with respect to any class or series of stock of the corporation that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.02.htm - 7K - Match Info - Similar pages
22-30D-4
Section 22-30D-4 Election of coverage; administration of chapter; rules and regulations. (a)(1)
All owners and operators and all wholesale distributors shall elect by May 24, 2001, to be
covered or not to be covered by this chapter and shall do so by notifying the department in
writing that such owner or operator or wholesale distributor elects to be covered or not to
be covered by this chapter. Following May 24, 2001, any owner or operator or wholesale distributor
who may have initially elected not to be covered by this chapter or who may have inadvertently
failed to notify the department may notify the department that such owner or operator or wholesale
distributor has reconsidered and desires to be covered by the fund, but any such owner or
operator or wholesale distributor shall, with its notice of request for coverage, be required
to pay to the Department of Revenue the registration fees which would otherwise have been
due to the fund had such owner or operator or wholesale...
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