10A-20-7.20
Section 10A-20-7.20 Amendment of certificate of formation. (a) The certificate of formation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and the amendments shall require approval by the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled; provided, that no amendment of the certificate of formation which is inconsistent with the general purposes expressed in this article, which authorizes any additional class of capital stock to be issued or which eliminates or curtails the right of the state Comptroller to examine the corporation or the obligation of the corporation to make reports as provided in Section 10A-20-7.18 shall be made; and provided further, that no amendment of the certificate of formation which increases the obligation of a member to make loans to the corporation, makes any change in the principal...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.20.htm - 2K - Match Info - Similar pages
11-50-316
Section 11-50-316 Execution, sale, etc., of bonds and refunding bonds of corporation; terms, denominations, etc., thereof; charge, application, etc., of revenues from systems for payment of bonds, etc., generally; vesting of title to systems in municipality and dissolution of corporation upon payment of bonds in full, etc. (a) All bonds issued by any such corporation organized or the certificate of incorporation of which is amended under this article shall be signed by the chairman of the board of directors or other chief executive officer and attested by its secretary, and the seal of such corporation shall be affixed thereto; provided that, if authorized by the board of directors of such corporation, said bonds may be executed with an engraved, imprinted, stamped, or otherwise reproduced facsimile of any signature or seal in lieu of a manually made signature or manually made impressment of the seal; provided further, that at least one signature required or permitted to be placed...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50-316.htm - 5K - Match Info - Similar pages
11-50-392
Section 11-50-392 Contents, acknowledgment, filing, and recordation of certificate of incorporation; procedure for amendment thereof; dissolution of district and disposition of systems, etc., upon payment of indebtedness of district in full. (a) The certificate of incorporation of any gas district incorporated under this article shall state: (1) The name of the corporation, which shall be a name indicating in a general way the area or municipalities proposed to be served by the district (e.g., "The South Alabama Gas District" or "The _____ County Gas District" or "The _____, _____, and _____ (naming the municipalities which are members thereof) Gas District"); (2) The names of all the municipalities which are to be members of the district; (3) The location of the principal office of the district and its post office address; (4) The period for the duration of the corporation (if the duration is to be perpetual, this fact should be stated); and (5) The objects for which the district is...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50-392.htm - 4K - Match Info - Similar pages
10A-1-8.01
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by less than all of a corporation's stockholders, approval of the conversion shall constitute corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to 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 converted entity, notwithstanding any provision in the governing documents of the converting corporation providing for less than unanimous stockholder approval for the conversion. b. The terms and conditions of a plan of conversion of a nonprofit corporation must be approved by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit corporation with members with voting rights, or as otherwise provided in the nonprofit...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
45-49A-64.07
be perpetual, subject to Section 45-49A-64.19) specified in its certificate of incorporation. (2) To sue and be sued in its own name in civil suits and actions and to defend suits against it. (3) To adopt and make use of a corporate seal and to alter the same at pleasure. (4) To adopt and alter bylaws for the regulation and conduct of its affairs and business. (5) To acquire, receive, and take, by purchase, gift, lease, devise, or otherwise, and to hold property of every description, real, personal, or mixed, whether located in one or more counties or municipalities and whether located within or outside the authorizing municipality. (6) To make, enter into, and execute such contracts, agreements, leases, and other instruments and to take other actions as may be necessary or convenient to accomplish any purpose for which the authority was organized or to exercise any power expressly granted hereunder. (7) To plan, establish, develop, acquire, purchase, lease, construct, reconstruct,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-49A-64.07.htm - 8K - Match Info - Similar pages
10A-1-8.02
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 corporation that is a party to the merger providing for less than unanimous stockholder approval for the conversion. b. In the case of a nonprofit corporation that is a party to the merger, a plan of merger must be approved by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit corporation with members with voting rights, or as otherwise provided...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
15-22-1.1
by the Interstate Commission, but shall not be a member. (c) Corporate records of the Interstate Commission. The Interstate Commission shall maintain its corporate books and records in accordance with the bylaws. (d) Qualified immunity, defense and indemnification. (1) The members, officers, executive director, and employees of the Interstate Commission shall be immune from suit and liability, either personally or in their official capacity, for any claim for damage to or loss of property or personal injury or other civil liability caused or arising out of any actual or alleged act, error or omission that occurred within the scope of Interstate Commission employment, duties or responsibilities; provided, that nothing in this paragraph shall be construed to protect any such person from suit and/or liability for any damage, loss, injury or liability caused by the intentional or willful and wanton misconduct of any such person. (2) The Interstate Commission shall defend the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/15-22-1.1.htm - 43K - Match Info - Similar pages
27-60-2
committees as its bylaws may provide for the carrying out of its functions. 4. Corporate records of the commission. The commission shall maintain its corporate books and records in accordance with the bylaws. 5. Qualified immunity, defense, and indemnification. a. The members, officers, executive director, employees, and representatives of the commission shall be immune from suit and liability, either personally or in their official capacity, for any claim for damage to or loss of property or personal injury or other civil liability caused by or arising out of any actual or alleged act, error, or omission that occurred, or that the person against whom the claim is made had a reasonable basis for believing occurred within the scope of commission employment, duties, or responsibilities. Nothing in this paragraph shall be construed to protect any such person from suit or liability, or both, for any damage, loss, injury, or liability caused by the intentional or willful and wanton...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-60-2.htm - 45K - Match Info - Similar pages
27-61-1
functions. 5. CORPORATE RECORDS OF THE COMMISSION The Commission shall maintain its corporate books and records in accordance with the Bylaws. 6. QUALIFIED IMMUNITY, DEFENSE, AND INDEMNIFICATION a. The Members, officers, executive director, employees, and representatives of the Commission, the Executive Committee, and any other Committee of the Commission shall be immune from suit and liability, either personally or in their official capacity, for any claim for damage to or loss of property or personal injury or other civil liability caused by or arising out of any actual or alleged act, error, or omission that occurred, or that the person against whom the claim is made had a reasonable basis for believing occurred within the scope of Commission employment, duties, or responsibilities; provided that nothing in this paragraph shall be construed to protect any such person from suit and/or liability for any damage, loss, injury, or liability caused by the intentional or willful or wanton...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-61-1.htm - 62K - Match Info - Similar pages
16-44B-1
Commission may deem appropriate. The executive director shall serve as secretary to the Interstate Commission, but shall not be a Member of the Interstate Commission. The executive director shall hire and supervise such other persons as may be authorized by the Interstate Commission. D. The Interstate Commission's executive director and its employees shall be immune from suit and liability, either personally or in their official capacity, for a claim for damage to or loss of property or personal injury or other civil liability caused or arising out of or relating to an actual or alleged act, error, or omission that occurred, or that such person had a reasonable basis for believing occurred, within the scope of Interstate Commission employment, duties, or responsibilities; provided, that such person shall not be protected from suit or liability for damage, loss, injury, or liability caused by the intentional or willful and wanton misconduct of such person. 1. The liability of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-44B-1.htm - 46K - Match Info - Similar pages
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