45-8A-20.04
Section 45-8A-20.04 Procedure to incorporate; contents and execution of certificate of incorporation.
(a) Within 40 days following the adoption of the authorizing resolution the applicants shall
proceed to incorporate the authority by filing for record in the office of the Judge of Probate
of Calhoun County a certificate of incorporation which shall comply in form and substance
with the requirements of this section and which shall be in the form and executed in the manner
herein provided. (b) The certificate of incorporation of the authority shall state: (1) The
names of the persons forming the authority, and that each of them is a duly qualified elector
of the city; (2) The name of the authority, which shall be "The Anniston Downtown Development
Authority"; (3) The period for the duration of the authority (if the duration is to be
perpetual, subject to the provisions of Section 45-8A-20.19, that fact shall be stated); (4)
The name of the city together with the date on which the...
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11-20-37
the period specified in the certificate of incorporation unless sooner dissolved as provided
in this article; (2) To sue and be sued and to prosecute and defend civil actions in any court
having jurisdiction of the subject matter and of the parties; (3) To have and to use a corporate
seal and to alter the same at pleasure; (4) To acquire, whether by purchase, construction,
exchange, gift, lease or otherwise, improve, maintain, equip and furnish one or more projects,
including all real and personal properties which the board of directors of the corporation
may deem necessary in connection therewith and regardless of whether or not any such projects
or any part thereof shall then be in existence; (5) To sell, exchange, donate and convey,
to contract to sell, exchange and convey and to grant, with or without additional consideration,
options to acquire any or all of its properties whenever its board of directors shall find
any such action to be in furtherance of the purposes for which...
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11-22-8
the period specified in the certificate of incorporation unless sooner dissolved as hereinafter
provided; (2) To sue and be sued and to prosecute and defend in any court having jurisdiction
of the subject matter and of the parties; (3) To have and to use a corporate seal and to alter
the same at pleasure; (4) To acquire, whether by purchase, construction, exchange, gift, lease,
or otherwise, to improve, maintain, equip, furnish, own, and operate one or more projects,
including all real and personal properties which the board of directors of the corporation
may deem necessary in connection therewith and regardless of whether or not any such projects
or any part thereof shall then be in existence; (5) To fix, prescribe and collect rates, fees,
tolls, charges, or rentals for the use of any of its facilities and for services, facilities,
and accommodations furnished by it or any of its facilities; (6) To adopt and enforce rules
and regulations relative to the use or occupancy of any of...
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41-10-53
Section 41-10-53 Authority and procedure for incorporation of authority; members, officers
and directors of authority; reduction to writing, recordation and admissibility in evidence
of proceedings of board of directors. (a) The Director of Finance, the Secretary of the Alabama
Department of Commerce, the State Treasurer and the Executive Secretary to the Governor are
hereby authorized to become a corporation, with the powers and authorities provided for in
this article, by proceeding according to the provisions hereinafter outlined in this article.
To become a corporation, the Director of Finance, the Secretary of the Alabama Department
of Commerce, the State Treasurer and the Executive Secretary to the Governor shall present
to the Secretary of State of Alabama an application signed by them which shall set forth:
(1) The name, official designation and official residence of each of the applicants, together
with a certified copy of the commission evidencing each applicant's right to...
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10A-2A-1.20
Section 10A-2A-1.20 Requirements for filing instruments; extrinsic facts. (a) Whenever any
filing instrument is to be filed with the Secretary of State or in accordance with this chapter,
such instrument shall be executed as follows: (1) Except as provided in subsection (a)(3),
the certificate of incorporation, and any other instrument to be filed before the election
of the initial board of directors if the initial directors were not named in the certificate
of incorporation, shall be signed by the incorporator or incorporators or the successors and
assigns of the incorporator or incorporators. If any incorporator is not available then any
other instrument may be signed, with the same effect as if the incorporator had signed it,
by any person for whom or on whose behalf the incorporator, in executing the certificate of
incorporation, was acting directly or indirectly as employee or agent, provided that the other
instrument shall state that the incorporator is not available and the...
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11-49B-7
subject to the provisions of Section 11-49B-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 seal 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 county. (6) To make,
enter into, and execute 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 under this chapter. (7) To plan,
establish, develop, acquire, purchase, lease, construct, reconstruct,...
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37-7-4
Section 37-7-4 Persons executing certificate to be residents; acknowledgment and filing. The
natural persons executing the certificate of incorporation shall be residents of the territory
in which the operations of the corporation are principally to be conducted who are desirous
of using electric energy to be furnished by the corporation. The certificate of incorporation
shall be acknowledged by the subscribers before an officer authorized by the laws of this
state to take acknowledgments of deeds. When so acknowledged, the certificate may be filed
in the office of the Secretary of State, who shall forthwith prepare a certified copy or copies
thereof and forward one to the officer charged with the duty of recording deeds in each county
in which a portion of the territory of the corporation is located, who shall forthwith file
such certified copy or copies in their respective offices. As soon as the provisions of this
section have been complied with, the proposed corporation described...
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11-89C-3
Section 11-89C-3 Public corporation - Procedure for incorporation. (a) Three or more natural
persons who are either the mayor of a municipality or the chair of a county governing body
of a county or counties in which a municipality is wholly or partially situated, may file
with their respective governing bodies a written application to incorporate a public corporation
pursuant to this chapter. If each of the governing bodies adopts a resolution declaring that
the formation of a public corporation is wise, expedient, and necessary, and approves the
proposed certificate of incorporation, the incorporators shall proceed to incorporate the
public corporation pursuant to this chapter by executing and filing for record in either the
office of the judge of probate of the participating county having the largest population according
to the last federal decennial census, or, if there is not a participating county, in any county
in which the municipality with the largest population according to...
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10A-3-7.18
Section 10A-3-7.18 Survival of remedy after dissolution. The dissolution of a nonprofit corporation
either (1) by the filing of the articles of dissolution by the Secretary of State, or (2)
by an order of court when the court has not liquidated the assets and affairs of the corporation
as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period
of duration, shall not take away or impair any remedy available to or against the nonprofit
corporation, its directors, officers, or members, for any right or claim existing, or any
liability incurred, prior to the dissolution if action or other proceeding thereon is commenced
within two years after the date of the dissolution. Any action or proceeding by or against
the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its
corporate name. The members, directors, and officers shall have power to take the corporate
or other action as shall be appropriate to protect the remedy,...
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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...
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