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10A-2-10.02
Section 10A-2-10.02 Amendment by board of directors. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Unless
the articles of incorporation provide otherwise, a corporation's board of directors may adopt
one or more amendments to the corporation's articles of incorporation without shareholder
action: (1) To extend the duration of the corporation if it was incorporated at a time when
limited duration was required by law; (2) To delete the names and addresses of the initial
directors; (3) To delete the name and address of the initial registered agent or registered
office, if a statement of change is on file with the Secretary of State; (4) To change each
issued and unissued authorized share of an outstanding class into a greater number of whole
shares if the corporation has only shares of that class outstanding; (5) To change the corporate
name by substituting the word "corporation," or "incorporated," or an...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.02.htm - 1K - Match Info - Similar pages
10A-2-3.03
Section 10A-2-3.03 Emergency powers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In anticipation of or during
an emergency defined in subsection (d), the board of directors of a corporation may: (1) Modify
lines of succession to accommodate the incapacity of any director, officer, employee, or agent;
and (2) Relocate the principal office, designate alternative principal offices or regional
offices, or authorize the officers to do so. (b) During an emergency defined in subsection
(d), unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors
need be given only to those directors whom it is practicable to reach and may be given in
any practical manner, including by publication and radio; and (2) One or more officers of
the corporation present at a meeting of the board of directors may be deemed to be directors
for the meeting in order of rank and within the same rank in...
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10A-2-8.25
Section 10A-2-8.25 Committees. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation
or bylaws provide otherwise, a board of directors may create one or more committees and appoint
members of the board of directors to serve on them. Each committee may have one or more members,
who serve at the pleasure of the board of directors. (b) The creation of a committee and appointment
of members to it must be approved by the greater of (1) a majority of all the directors in
office when the action is taken or (2) the number of directors required by the articles of
incorporation or bylaws to take action under Section 10A-2-8.24. (c) Sections 10A-2-8.20 through
10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice, and
quorum and voting requirements of the board of directors, apply to committees and their members
as well. (d) To the extent specified by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.25.htm - 2K - Match Info - Similar pages
10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation
that is a constituent organization or the acquired entity in a stock exchange, the plan of
merger or stock exchange shall be adopted in the following manner: (a) The plan of merger
or stock exchange shall first be adopted by the board of directors. (b) Except as provided
in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock
exchange shall then be approved by the stockholders. In submitting the plan of merger or stock
exchange to the stockholders for approval, the board of directors shall recommend that the
stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2),
that the stockholders tender their stock to the offeror in response to the offer, unless (i)
the board of directors makes a determination that because of conflicts of interest or other
special circumstances it should not make a recommendation or (ii) Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.04.htm - 11K - Match Info - Similar pages
10A-2A-12.02
Section 10A-2A-12.02 Stockholder approval of certain dispositions. (a) A sale, lease, exchange,
or other disposition of assets, other than a disposition described in Section 10A-2A-12.01,
requires approval of the corporation's stockholders if the disposition would leave the corporation
without a significant continuing business activity. A corporation will conclusively be deemed
to have retained a significant continuing business activity if it retains a business activity
that represented, for the corporation and its subsidiaries on a consolidated basis, at least
(i) 25 percent of total assets at the end of the most recently completed fiscal year, and
(ii) either 25 percent of either income from continuing operations before taxes or 25 percent
of revenues from continuing operations, in each case for the most recently completed fiscal
year. (b) To obtain the approval of the stockholders under subsection (a) the board of directors
shall first adopt a resolution authorizing the disposition....
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41-14A-6
Section 41-14A-6 Establishment of SAFE board of directors; powers and duties of the board of
directors. (a) There is hereby established a Board of Directors of the SAFE Program charged
with responsibility and authority to assess and manage the sufficiency of the collateral pool
and the SAFE Program to provide adequate protection from losses to public depositors. In exercising
its powers and performing its responsibilities, the board of directors shall constitute a
body politic under the laws of the state performing the public function of assuring the safety
of public deposits. (b) The State Treasurer shall be a permanent, standing, voting member
of the board of directors and shall serve as its chair. The Superintendent of Banks shall
be a permanent, standing, non-voting member of the board of directors. The remaining six members
shall each possess knowledge, skill, and experience in one or more of the following areas:
(1) Financial analysis. (2) Trend analysis. (3) Accounting. (4)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-14A-6.htm - 12K - Match Info - Similar pages
10A-2-14.02
Section 10A-2-14.02 Dissolution by board of directors and shareholders. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) A corporation's board of directors may propose dissolution for submission
to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors
must recommend dissolution to the shareholders unless the board of directors determines that
because of conflict of interest or other special circumstances it should make no recommendation
and communicates the basis for its determination to the shareholders; and (2) The shareholders
entitled to vote must approve the proposal to dissolve as provided in subsection (e). (c)
Subject to the corporation's articles of incorporation, the board of directors may condition
its submission of the proposal for dissolution on any basis, except that the board of directors
may not decrease the vote required for approval under subsection (e)....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.02.htm - 2K - Match Info - Similar pages
22-21-50
Section 22-21-50 Proceedings to establish. (a) Any one or more local governing bodies located
in the same or contiguous counties, within a zone determined by the State Board of Health
as a zone for public hospitals, may act to establish a hospital association, a body corporate
and politic. Before taking action to establish a hospital association, each local governing
body involved shall give notice of the time, place and purpose of a public hearing at which
all residents and taxpayers of the local political subdivision shall be given an opportunity
to be heard. Such notice by the local governing body shall be given by publishing or posting
a notice at least 10 days preceding the day on which the hearing is to be held. In determining
whether a hospital association shall be established, the need for additional hospital beds
in the areas affected shall be determined. After such a hearing, the local governing body
shall determine whether to establish a hospital association, and if it is...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-50.htm - 3K - Match Info - Similar pages
27-42-9
Section 27-42-9 Plan of operation. (a) The association shall submit to the commissioner a plan
of operation and any amendments thereto necessary or suitable to assure the fair, reasonable,
and equitable administration of the association. The plan of operation and any amendments
thereto shall become effective upon approval in writing by the commissioner. If the association
fails to submit a suitable plan of operation within 90 days following January 1, 1981, or
if at any time thereafter the association fails to submit suitable amendments to the plan,
the commissioner shall, after notice and hearing, adopt and promulgate such reasonable rules
as are necessary or advisable to effectuate the provisions of this chapter. Such rules shall
continue in force until modified by the commissioner or superseded by a plan submitted by
the association and approved by the commissioner. (b) All member insurers shall comply with
the plan of operation. (c) The plan of operation shall: (1) Establish...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-42-9.htm - 3K - Match Info - Similar pages
33-17-9
Section 33-17-9 Contracts. The aggregate monetary obligation that the authority may incur in
connection with its contracts shall not at any time exceed the sum of (1) Any uncommitted
or unencumbered moneys then appropriated to the authority by the Legislature, and (2) Any
uncommitted or unencumbered proceeds of bonds available or to become available from bonds
then authorized by the authority and approved by the Governor pursuant to Section 33-17-12.
No contract involving the expenditure of money, whether now or later, shall be approved or
ratified by the board of directors unless the resolution approving or ratifying the same shall
include a determination that there will be compliance with the preceding limitation when the
amount of the obligation of the contract in question has been added to the already existing
obligations of the authority. This determination by the board of directors shall be conclusive
of the question of compliance. All contracts of the authority for the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/33-17-9.htm - 2K - Match Info - Similar pages
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