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5-5A-44
Section 5-5A-44 Acquisition of majority of voting shares of a bank; procedure. (a) No person,
acting directly or indirectly or through or in concert with one or more persons, may acquire
control of a state bank or of any corporation or other entity having control of a state bank,
unless an application is filed with the superintendent for review of the proposed transaction
and for his or her action, if any, as provided in this section. (b) The application shall
be on a form prescribed by the superintendent and shall be made under oath. The application
must contain all information that the superintendent by regulation requires to be furnished
in an application, as well as any information that the superintendent orders to be included
in the particular application being filed and shall be accompanied by the filing fee prescribed
by the Banking Board. For the purposes of this section, the Banking Board may reduce or waive
any prescribed fees for applications where a change of control...
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10A-1-6.23
Section 10A-1-6.23 Manner for determining permissive indemnification. (a) Except as otherwise
provided by subsections (b) and (c), the determinations required under Section 10A-1-6.21(a)
must be made by: (1) a majority vote of a quorum composed of the governing persons who at
the time of the vote are disinterested and independent; (2) if a quorum described by subsection
(a)(1) cannot be obtained, a majority vote of a committee of the board of directors of the
enterprise designated to act in the matter by a majority vote of the governing persons and
composed of at least one governing person who at the time of the vote is disinterested and
independent; (3) special legal counsel selected by the board of directors of the enterprise,
or selected by a committee of the board of directors, by vote in accordance with subdivision
(1) or subdivision (2) or, if a quorum described by subdivision (1) cannot be obtained and
a committee described by subdivision (2) cannot be established, by a majority...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-6.23.htm - 2K - Match Info - Similar pages
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 REPEALED IN THE 2019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-2-14.02
Section 10A-2-14.02 Dissolution 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 dissolution for submission
to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors
must recommend dissolution 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; and (2) The shareholders
entitled to vote must approve the proposal to dissolve as provided in subsection (e). (c)
Subject to the corporation's articles of incorporation, the board of directors may condition
its submission of the proposal for dissolution on any basis, except that the board of directors
may not decrease the vote required for approval under subsection (e)....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.02.htm - 2K - Match Info - Similar pages
10A-3-2.11
Section 10A-3-2.11 Quorum of directors. (a) A majority of the number of directors fixed by
the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number
stated in the certificate of formation, shall constitute a quorum for the transaction of business,
unless otherwise provided in the governing documents of the nonprofit corporation; but in
no event shall a quorum consist of less than one-third of the number of directors so fixed
or stated. The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the board of directors, unless the act of a greater number
is required by this title or this chapter or by the nonprofit corporation's governing documents.
(b) If a quorum is present when the meeting is convened, the directors present may continue
to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment,
notwithstanding the withdrawal of enough directors to leave less...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-2.11.htm - 1K - Match Info - Similar pages
10A-3-6.01
Section 10A-3-6.01 Sale, lease, exchange, or mortgage of assets. A sale, lease, exchange, mortgage,
pledge or other disposition of all, or substantially all, the property and assets of a nonprofit
corporation may be made upon the terms and conditions and for the consideration, which may
consist in whole or in part of money or property, real or personal, including shares of any
corporation for profit, domestic or foreign, as may be authorized in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution
recommending the sale, lease, exchange, mortgage, pledge or other disposition and directing
that it be submitted to a vote at a meeting of members entitled to vote thereon, which may
be either an annual or a special meeting. Written notice stating that the purpose, or one
of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge,
or other disposition of all, or substantially all, the property...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-6.01.htm - 2K - Match Info - Similar pages
41-14A-5
Section 41-14A-5 Collateral for public deposits; general provisions. (a) Every qualified public
depository shall maintain on deposit with a custodian, to be held subject to the order of
the State Treasurer or the State Treasurer's designee (which may be a financial institution
designated by the State Treasurer), eligible collateral having a market value equal to or
in excess of the amount of collateral required under this section. (b) Each qualified public
depository shall be required to pledge collateral, in accordance with procedures established
by the board of directors, equal to or exceeding the greater of the following: (1) The generally
applicable pledging requirement; and (2) the applicable percentage of the qualified public
depository's net average daily balance of public deposits established under rules or orders
adopted pursuant to subsection (c) or subsection (d) below. (c) The State Treasurer may, from
time to time, in his or her discretion require that certain qualified...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-14A-5.htm - 7K - Match Info - Similar pages
10A-2-8.24
Section 10A-2-8.24 Quorum and voting. 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 require a greater number, a quorum of a board of directors consists of: (1) A majority
of the fixed number of directors if the corporation has a fixed board size; or (2) A majority
of the fixed number of directors prescribed, or if no number is prescribed the number in office
immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors
to consist of no fewer than one-third of the fixed or prescribed number of directors determined
under subsection (a). (c) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the board of directors unless the articles
of incorporation or bylaws require the vote of a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.24.htm - 2K - Match Info - Similar pages
40-9B-3
Section 40-9B-3 Definitions. (a) For purposes of this chapter, the following words and phrases
mean: (1) ABATE, ABATEMENT. A reduction or elimination of a taxpayer's liability for tax or
payments required to be made in lieu thereof. An abatement of transaction taxes imposed under
Chapter 23 of this title, or payments required to be made in lieu thereof, shall relieve the
seller from the obligation to collect and pay over the transaction tax as if the sale were
to a person exempt, to the extent of the abatement, from the transaction tax. (2) ALTERNATIVE
ENERGY RESOURCES. The definition given in Section 40-18-1. (3) CONSTRUCTION RELATED TRANSACTION
TAXES. The transaction taxes imposed by Chapter 23 of this title, or payments required to
be made in lieu thereof, on tangible personal property and taxable services incorporated into
an industrial development property, the cost of which may be added to capital account with
respect to the property, determined without regard to any rule which...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-9B-3.htm - 19K - Match Info - Similar pages
40-9C-3
Section 40-9C-3 Definitions. For purposes of this chapter, the following words and phrases
shall have the following meanings: (1) ABATE, ABATEMENT. A reduction or elimination of a taxpayer's
liability for tax. An abatement of local and noneducation transaction taxes imposed under
Chapter 23 of this title shall relieve the seller from the obligation to collect and pay over
the local portion of the noneducation transaction tax as if the sale were to a person exempt,
to the extent of the abatement, from the local portion of the noneducation transaction tax.
(2) BROWNFIELD DEVELOPMENT PROPERTY. Real property which qualifies under Section 22-30E-6
for participation in the voluntary cleanup program established pursuant to Chapter 30E of
Title 22, and any personal property acquired in connection with the cleanup and redevelopment
of such real property. (3) CONSTRUCTION RELATED NONEDUCATION TRANSACTION TAXES. The local
portion of the transaction taxes imposed pursuant to Chapter 23 of this...
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