10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
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...
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10A-30-2.01
Section 10A-30-2.01 Article applicable to close corporations; applicability of chapter. (a)
This article applies to all close corporations, as defined in Section 10A-30-2.02. (b) All
provisions of this article shall be applicable to all close corporations as defined in Section
10A-30-2.02 except insofar as this article otherwise provides. (c) Neither election to become,
nor operation as, a close corporation shall deprive any shareholder of such corporation of
the limitation of liability provided under the Alabama Business Corporation Law. (d) This
chapter shall apply only to close corporations formed in accordance with Section 10A-30-2.03
before January 1, 1995, or electing to become a close corporation pursuant to Section 10A-30-2.04
before January 1, 1995, and which has not voluntarily terminated its status as a close corporation
or otherwise ceased to be a close corporation to which the provisions of this article apply
before January 1, 1995. (Acts 1980, No. 80-633, p. 1094, §161;...
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34-27A-5
Section 34-27A-5 Rulemaking authority; powers and duties of board; immunity from suit. (a)
The board shall act by a majority vote of its members to adopt administrative rules necessary,
from time to time, to carry out this article. Rules of the board shall be adopted in compliance
with the Alabama Administrative Procedure Act, Chapter 22 of Title 41. (b) The board shall
have the following powers and duties: (1) To receive and process applications for licensure
for all classifications of real estate appraisers, including, but not limited to, "trainee
real property appraiser," "state registered real property appraiser," "licensed
real property appraiser," "certified residential real property appraiser,"
and "certified general real property appraiser" and any subsequent classifications
necessary to conform with the Financial Institutions Reform, Recovery and Enforcement Act
of 1989, Pub. L. No. 101-73, and any subsequent regulations issued pursuant thereto. (2) To
establish the...
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5-13B-41
Section 5-13B-41 Definitions. For purposes of this article: (a) The term "bank" means
any bank as defined in: Section 2(c) of the Bank Holding Company Act (12 U.S.C. §1841(c));
Section 3(a)(1) of the Federal Deposit Insurance Act (12 U.S.C. §1813(a)(1)), other than
a branch of a foreign bank; or, as the context may require, in Chapter 5A, Title 5. The term
"bank" as used in this article shall not in any event include a foreign bank or
a branch or agency of a foreign bank. (b) The term "foreign bank" means any company
organized under the laws of a foreign country, a territory of the United States, Puerto Rico,
Guam, American Samoa, or the Virgin Islands, that engages directly in the business of banking.
The term includes foreign commercial banks, foreign merchant banks, and other foreign institutions
that engage in banking activities usual in connection with the business of banking in the
countries where such foreign institutions are organized or operating. (c) The term "out-of-state...

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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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11-54B-22
Section 11-54B-22 Merger of business improvement districts. (a) Without the approval of the
governing body of the municipality or the owners of the real property located within the geographical
areas of the districts, any two or more district management corporations located within the
same municipality may merge into one of such district management corporations pursuant to
Article 5 of Chapter 3A of Title 10, as well as this section. (b) Each district management
corporation shall adopt a plan of merger in compliance with subsection (b) of Section 10-3A-100,
which plan of merger, in addition, shall designate the self-help business improvement district
ordinance which shall be applicable to the surviving corporation, provided that such ordinance
was applicable to at least one of the corporations prior to the merger. (c) A plan of merger
shall be approved pursuant to subdivision (2) of subsection (a) of Section 10-3A-102. (d)
The articles of merger provided in Section 10-3A-103, shall...
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27-3-4
Section 27-3-4 Authority to transact insurance - Eligibility. To qualify for and hold authority
to transact insurance in this state, an insurer must be otherwise in compliance with this
title and with its charter powers and must be an incorporated stock insurer or an incorporated
mutual insurer or a reciprocal insurer, all of the same general type as may be formed as a
domestic insurer under this title; except that: (1) No foreign insurer shall be authorized
to transact insurance in this state which does not maintain reserves as required by Chapter
36 of this title applicable to the kind, or kinds, of insurance transacted by such insurer,
wherever transacted in the United States, or which transacts insurance in the United States
on the assessment premium plan, stipulated premium plan, cooperative plan, or any similar
plan; (2) Any foreign insurer which has transacted insurance as an authorized insurer in its
state or country of domicile for less than five years shall not be authorized...
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27-7-36
Section 27-7-36 Accounting for and payment of trust funds by licensees. (a) All premiums, return
premiums, or other funds belonging to others received by a producer in transactions under
the producer's license shall be trust funds so received by the licensee in a fiduciary capacity,
and the licensee in the applicable regular course of business shall account for and pay the
same to the insurer, insured, producer, or other person entitled thereto. (b) Any producer
who, not being lawfully entitled thereto, diverts or appropriates such funds, or any portion
thereof, to his or her own use shall, upon conviction, be guilty of theft of property punishable
as provided in Article 1, commencing with Section 13A-8-1, of Chapter 8 of Title 13A. (Acts
1971, No. 407, p. 707, §148; Act 2001-702, p. 1509, §11.)...
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41-4-302
Section 41-4-302 Administration of insurance programs; coverage under state blanket bond. (a)
The Division of Risk Management shall have the authority to institute, manage, and administer
programs of insurance, not specifically enumerated herein and which do not conflict with existing
laws, upon a determination by the Director of Finance and the Governor that such insurance
program or programs serve the best interests of the state. (b) Notwithstanding the provisions
of Article 1, commencing with Section 11-2-1, Chapter 2, Title 11, the state blanket bond
which covers state officers and employees required to be bonded shall be made available, if
approved by the county commission, to also cover sheriffs, judges of probate, county commissioners,
chairs of county commissions, tax assessors, tax collectors, license commissioners, revenue
commissioners, and other county employees and county elected officials who are required to
be bonded if the Governor and the Director of Finance determine...
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11-89A-13
Section 11-89A-13 Freedom of authority from supervision and control of state; applicability
of Article 1 of Chapter 27 of Title 22. (a) This chapter is intended to aid the state through
the furtherance of the purposes of the chapter by providing appropriate and independent instrumentalities
with full and adequate powers to fulfill their functions. Except as expressly provided in
this chapter, no proceeding, notice, or approval shall be required for the incorporation of
any authority or the amendment of its certificate of incorporation, the purchase of any note
or other instrument secured by a mortgage, deed of trust, note, or other security interest,
the issuance of any bonds, the execution of any mortgage and deed of trust or trust indenture,
or the exercise of any other of its powers by an authority. Neither a public hearing nor the
consent of the State Department of Finance or any other department, agency, bureau, board,
or corporation of the state shall be prerequisite to the...
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