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10A-20-12.01
Section 10A-20-12.01 Alteration or amendment of charter by corporations not of business character;
filing and contents of declarations; issuance of certificate; provisions cumulative. (a) Unless
otherwise provided, any corporation, not of a business character, may alter or amend its charter
whenever not less than three-fourths in number of its members, in case of corporations having
no central or general governing body, or where the corporations have a central or general
governing body, then whenever not less than three-fourths of the first four principal officers
of the central or general governing body, shall deliver to the Secretary of State for filing,
together with a filing fee in the amount prescribed in Chapter 1 for an amendment to a certificate
of formation, a declaration in writing signed by them setting forth: (1) When the corporation
was organized, its name and what changes, if any, it is desired to make in the name; (2) The
purposes of the corporation as the same are set...
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10-1-3
Section 10-1-3 Alteration or amendment of charter by corporations not of business character;
filing and contents of declarations; issuance of certificate; provisions cumulative. (a) Unless
otherwise provided, any corporation, not of a business character, may alter or amend its charter
whenever not less than three fourths in number of its members, in case of corporations having
no central or general governing body, or where such corporations have a central or general
governing body, then whenever not less than three fourths of the first four principal officers
of such central or general governing body, shall file in the office of the judge of probate
of the county wherein the original declaration of incorporation was filed or in cases where
the charter was granted by an act of the Legislature, prior to the adoption of the Constitution
in 1901, in the Office of the Secretary of State, a declaration in writing signed by them
setting forth: (1) When such corporation was organized, its name...
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33-12-5
Section 33-12-5 Powers, duties and functions. The powers, duties and functions of the agency
shall be as follows: (1) GENERALLY. The agency a. Shall have perpetual succession in its corporate
name. b. May sue and be sued in its corporate name. c. May adopt, use and alter a corporate
seal, which shall be judicially noticed. d. May enter into such contracts and cooperative
agreements with the federal, state and local governments, with agencies of such governments,
with private individuals, corporations, associations, trusts and other organizations as the
board may deem necessary or convenient to enable it to carry out the purposes of this chapter,
including the planned, orderly residential development of the area. e. May adopt, amend and
repeal bylaws. f. May appoint such managers, officers, employees, attorneys and agents as
the board deems necessary for the transaction of its business, fix their compensation, define
their duties, require bonds of such of them as the board may...
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9-6-8
Section 9-6-8 Powers and duties generally. The authority shall have the following powers, together
with all powers incidental thereto or necessary to the discharge thereof in corporate form:
(1) To have succession by its corporate name for the duration of time (which may be in perpetuity)
specified in its certificate of incorporation; (2) To maintain civil actions and have civil
actions maintained against it in its corporate name, except as otherwise provided in this
chapter, and to defend civil actions against it; (3) To adopt and make use of a corporate
seal and to alter the same at pleasure; (4) To amend its certificate of incorporation by filing
in the office of the Secretary of State a certificate signed by all of the directors of the
authority setting forth the details of the amendment, such certificate to be acknowledged
in the same manner as the certificate of incorporation; (5) To adopt and alter bylaws for
the regulation and conduct of its affairs and business; (6) To...
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10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words shall have
the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real
estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS
TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association,
including an Alabama real estate investment trust, a common-law trust, or a Massachusetts
trust, which is engaged in business and in which property is acquired, held, managed, administered,
controlled, invested, or disposed of for the benefit and profit of any person who may become
a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED
LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability
Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the
Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
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10A-20-11.01
Section 10A-20-11.01 Alteration, amendment, or extension of charter by incorporated medical,
dental, pharmaceutical, etc., association. (a) Any incorporated medical association of the
State of Alabama, Alabama Dental Association, Alabama Pharmaceutical Association, or other
corporations organized similarly to the corporation or of a similar kind may alter, amend,
or extend its charter, or may do any two or all of these, in the manner following: (1) A written
resolution setting out the name of the corporation and embodying the proposed alterations,
amendments, or extensions shall be submitted to a lawful annual meeting of the corporation
or other lawful meeting of the corporation and adopted by a two-thirds vote of those present
at the meeting and lawfully entitled to vote on business matters coming before the meeting;
(2) The president, or some other executive officer of the corporation, and the secretary thereof
shall prepare, sign, and acknowledge as conveyances are acknowledged and...
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10A-20-5.01
Section 10A-20-5.01 Amendment of charter; fees for filing same; certified copy thereof. (a)
Any educational institution heretofore incorporated under special act of the Legislature or
under the general laws of the state may amend its charter as follows: (1) The trustees of
the corporation must adopt a resolution embracing the desired amendment of the charter, which
must be spread upon the minutes of the trustees; (2) If the trustees are not self-perpetuating,
but are appointed or elected by any persons or organization other than the trustees themselves,
a resolution embracing the desired amendments to the charter shall be submitted to the persons
or organization having the power to elect or appoint the trustees, and the resolution shall
be approved by the persons or organization having the power to elect or appoint the trustees;
(3) The resolution must then be submitted to the Governor, together with the approval of the
persons or organization having the power to appoint or elect the...
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41-10-141
Section 41-10-141 Powers and duties of authority generally. An authority shall have the following
powers, together with all powers incidental thereto or necessary to the discharge thereof
in corporate form: (1) To have succession by its corporate name for the duration of time (which
may be in perpetuity) specified in its certificate of incorporation; (2) To maintain civil
actions and have civil actions maintained against it in its corporate name, except as otherwise
provided in this article, and to defend civil actions against it; (3) To adopt and make use
of a corporate seal and to alter the same at pleasure; (4) To amend its certificate of incorporation
by filing in the office of the Secretary of State a certificate signed by all of the directors
of the authority setting forth the details of the amendment, such certificate to be acknowledged
in the same manner as the certificate of incorporation; (5) To adopt and alter bylaws for
the regulation and conduct of its affairs and...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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37-11A-1
Section 37-11A-1 Execution and text of compact. The Governor, on behalf of this state, shall
execute a compact, in substantially the following form, with the State of Mississippi, and
the Legislature approves and ratifies the compact in the form substantially as follows: Northeast
Mississippi - Northwest Alabama Railroad Authority Compact. The contracting states solemnly
agree: Article I. The purpose of this compact is to promote and develop trade, commerce, industry,
and employment opportunities for the public good and welfare in northeast Mississippi and
northwest Alabama through the establishment of a joint interstate authority to acquire certain
railroad properties and facilities which the operator thereof has notified the Interstate
Commerce Commission of an intention to abandon and which are located in any of Franklin, Marion,
or Winston Counties, Alabama or in Alcorn or Tishomingo Counties, Mississippi. Article II.
This compact shall become effective immediately as to the State...
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