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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
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation
may at any time restate its certificate of formation as theretofore amended, in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed restated certificate of formation and directing that
they be submitted to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. (2) Written notice setting forth the proposed restated
articles or a summary of the provisions thereof shall be given to each member entitled to
vote thereon, within the time and in the manner provided in this chapter for the giving of
notice of meetings of members. If the meeting is an annual meeting, the proposed restated
articles or a summary of the provisions thereof may be included in the notice of the annual
meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-4.04.htm - 3K - Match Info - Similar pages
10A-20-7.10
Section 10A-20-7.10 Rights to shares, bonds, securities, or other evidences of corporate
indebtedness. (a) Notwithstanding any rule at common law, any provision of any general or
special law or any provision in their respective charters, agreements of association, certificate
of formation, or trust indentures: (1) Any person, including all domestic corporations organized
for the purpose of carrying on business within this state, and further including, without
implied limitation, public utility companies, insurance companies, foreign corporations licensed
to do business within this state, all financial institutions, as defined in Section
10A-20-7.01, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign,
transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences
of indebtedness created by, or the shares of the capital stock of, the corporation and, while
owners of the stock, to exercise all the rights, powers, and privileges of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.10.htm - 2K - Match Info - Similar pages
10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03,
as used in this chapter, unless otherwise specified or unless the context otherwise requires,
the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all
classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL
STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record
stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any
other documents permitted or required to be delivered for filing by a corporation with the
Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate,
or replace the certificate of incorporation. After an amendment of the certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
15-22-1.1
Section 15-22-1.1 Interstate Compact for Adult Offender Supervision. Whereas: The Interstate
Compact for the Supervision of Parolees and Probationers was established in 1937, it is the
earliest corrections "compact" established among the states and has not been amended
since its adoption over 62 years ago; Whereas: This compact is the only vehicle for the controlled
movement of adult parolees and probationers across state lines, and it currently has jurisdiction
over more than a quarter of a million offenders; Whereas: The complexities of the compact
have become more difficult to administer, and many jurisdictions have expanded supervision
expectations to include currently unregulated practices such as victim input, victim notification
requirements, and sex offender registration; Whereas: After hearings, national surveys, and
a detailed study by a task force appointed by the National Institute of Corrections, the overwhelming
recommendation has been to amend the document to bring about...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/15-22-1.1.htm - 43K - Match Info - Similar pages
22-32-1
Section 22-32-1 Enactment of Southeast Interstate Low-Level Radioactive Waste Management
Compact. The Southeast Interstate Low-Level Radioactive Waste Management Compact is hereby
enacted into law and entered into by the State of Alabama with any and all states legally
joining therein in accordance with its terms, in the form substantially as follows: SOUTHEAST
INTERSTATE LOW-LEVEL RADIOACTIVE WASTE MANAGEMENT COMPACT Article I. Policy and Purpose There
is hereby created the Southeast Interstate Low-Level Radioactive Waste Management Compact.
The party states recognize and declare that each state is responsible for providing for the
availability of capacity either within or outside the state for the disposal of low-level
radioactive waste generated within its borders, except for waste generated as a result of
defense activities of the federal government or federal research and development activities.
They also recognize that the management of low-level radioactive waste is handled most...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-32-1.htm - 31K - Match Info - Similar pages
10A-20-6.02
Section 10A-20-6.02 Incorporation. (a) The incorporators of any corporation to be governed
by this article shall prepare and deliver to the Secretary of State for filing a certificate
of formation stating an intention to become a corporation, which certificate of formation
shall be signed by each of the incorporators and shall set forth: (1) The name of the proposed
corporation; (2) The objects and purposes for which the corporation is organized; (3) The
location of the principal office of the corporation in this state; and (4) The name and post
office address of each incorporator, not less than three in number. (b) The certificate of
formation may also contain any other provisions, not inconsistent with the provisions of this
article, which the incorporators may desire to insert for the regulation of the business or
affairs of the corporation or which would be permitted nonprofit corporations by the Alabama
Nonprofit Corporation Law. The filing of the certificate of formation shall be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-6.02.htm - 1K - Match Info - Similar pages
10A-20-6.06
Section 10A-20-6.06 Altering, amending, or changing certificate of formation. The corporation
may change its corporate name, the location of its principal office, or make other alteration,
amendment, or change in its certificate of formation, as may be desired in the following manner:
(1) Its board of directors by a majority vote thereof, either in person or by proxy, at any
regular meeting of the board, or at any special meeting called for the purpose, shall adopt
a resolution or resolutions setting forth the respect or respects in which the certificate
of formation of the corporation shall be altered, amended, or changed; (2) The report thereof,
certified by the president or the secretary of the corporation under corporate seal, if any,
shall be delivered to the Secretary of State for filing; and (3) Upon the filing of same,
its certificate of formation shall be deemed to be altered, amended, or changed; provided,
that the certificate of alteration, amendment, or change shall contain...
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