10A-2A-14.03
Section 10A-2A-14.03 Certificate of dissolution. (a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of State for filing a certificate of dissolution setting forth: (1) the name of the corporation; (2) the date that dissolution was authorized; (3) if dissolution was approved by the stockholders, a statement that the proposal to dissolve was duly approved by the stockholders in the manner required by this chapter and by the certificate of incorporation; and (4) the unique identifying number or other designation as assigned by the Secretary of State. (b) The certificate of dissolution shall take effect at the effective date determined in accordance with Article 4 of Chapter 1. A corporation is dissolved upon the effective date of its certificate of dissolution. (c) For purposes of this Division A of this Article 14, "dissolved corporation" means a corporation whose certificate of dissolution has become effective and includes a...
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10A-2A-7.02
Section 10A-2A-7.02 Special meetings. (a) Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. (b) In the event that the certificate of incorporation or bylaws allow stockholders to demand a special meeting of the stockholders, then if not otherwise fixed under Section 10A-2A-7.03 or Section 10A-2A-7.07, the record date for determining stockholders entitled to demand a special meeting shall be the first date on which a signed stockholder demand is delivered to the corporation. No written demand for a special meeting shall be effective unless, within 60 days of the earliest date on which the demand delivered to the corporation as allowed by the certificate of incorporation or bylaws was signed, written demands signed by stockholders holding at least the percentage of votes specified in or fixed in accordance with the certificate of incorporation or bylaws have...
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10A-30-2.04
Section 10A-30-2.04 Voluntary termination of close corporation status by amendment of certificate of formation; vote required; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995. (a) A corporation may voluntarily terminate its status as a close corporation and cease to be subject to this article by amending its certificate of formation to delete therefrom the additional provisions required or permitted by Section 10A-30-2.02 to be stated in the certificate of formation of close corporations except such provisions as are permitted by the Alabama Business Corporation Law which the corporation chooses to retain. Any such amendment shall be adopted and shall become effective in accordance with the Alabama Business Corporation Law, except that it must be approved by a vote of the holders of record of at least one-third of the shares of each class of stock of the corporation which are outstanding. (b) The certificate of...
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10A-2A-2.05
Section 10A-2A-2.05 Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the certificate of incorporation. (c) The bylaws may contain one or both of the following provisions: (1) a requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to any procedures or conditions as are provided in the bylaws, one or more individuals nominated by a stockholder in addition to individuals nominated by the board of directors; and (2) a requirement that the corporation reimburse the expenses incurred by a stockholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to any procedures and conditions as are provided in the bylaws,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.05.htm - 1K - Match Info - Similar pages
11-99B-4
Section 11-99B-4 Filing of certificate of incorporation and copies of resolutions of governing bodies with judge of probate; contents and execution of certificate of incorporation; notification of Secretary of State of recordation of certificate of incorporation by judge of probate. (a) Following the adoption of an authorizing resolution by that governing body that was the last to adopt an authorizing resolution, but if and only if each other governing body with whom such application was filed has theretofore adopted an authorizing resolution, the applicants shall proceed to incorporate a district by filing for record in the office of the judge of probate of the county in which the principal office of the district is to be located, as specified in the certificate of incorporation provided for in this section, a certificate of incorporation which shall comply with the requirements of this section and which shall be in the form and executed in the manner provided in this section. (b) The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-99B-4.htm - 5K - Match Info - Similar pages
45-8A-22.118
Section 45-8A-22.118 Maximum benefits; limitations; adjustments. (a) Annual Benefit and Final Regulations Under Internal Revenue Code Section 415. (1) Annual Benefit. For purposes of this section, "annual benefit" means the benefit payable annually under the terms of the plan, exclusive of any benefit not required to be considered for purposes of applying the limitations of Internal Revenue Code Section 415 to the plan, in the form of a straight life annuity with no ancillary benefits. If the benefit is payable in any other form, the annual benefit shall be adjusted to the equivalent of a straight life annuity pursuant to subsection (c). (2) Final Regulations Under Internal Revenue Code Section 415. Notwithstanding anything in this section to the contrary, the following provisions apply beginning on or after January 1, 1976, except as otherwise provided in this section. a. Incorporation by Reference. The limitations, adjustments, and other requirements prescribed in the plan shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-8A-22.118.htm - 30K - Match Info - Similar pages
11-89-4
Section 11-89-4 Filing of certificate of incorporation, copies of resolutions of governing bodies, etc., with probate judge; contents and execution of certificate of incorporation; notification of Secretary of State of recordation of certificate of incorporation by probate judge. (a) Within 40 days following the adoption of an authorizing resolution or, in the event an application was filed with more than one governing body within 40 days following the adoption of an authorizing resolution by that governing body that was the last to adopt an authorizing resolution, but if and only if each other governing body with whom such application was filed has theretofore adopted an authorizing resolution, the applicants shall proceed to incorporate a district by filing for record in the office of the judge of probate of the county in which the principal office of the district is to be located, as specified in the certificate of incorporation provided for in this section, a certificate of...
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11-89-5
Section 11-89-5 Authorization and procedure for amendment of certificate of incorporation. (a) The certificate of incorporation of any district incorporated under the provisions of this chapter may at any time and from time to time be amended in the manner provided in this section. (b)(1) The board of directors of the district shall first adopt a resolution proposing an amendment to the certificate of incorporation which shall be set forth in full in the said resolution and which amendment may include: a. A change in the name of the district; b. The addition to the service area of the district of new territory lying within any municipality or, in the case of territory not lying within any municipality, any county in which the district's then existing service area lies; c. Provisions for the operation of a system or facility the operation of which is not then provided for in the certificate of incorporation of the district and which the district is authorized by this chapter to operate;...
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10A-5A-2.02
Section 10A-5A-2.02 Amendment or restatement of certificate of formation. Notwithstanding Division B of Article 3 of Chapter 1: (a) A certificate of formation may be amended at any time. (b) A certificate of formation may be restated with or without amendment at any time. (c) To amend its certificate of formation, a limited liability company must deliver a certificate of amendment for filing to the Secretary of State which certificate of amendment shall state: (1) the name of the limited liability company; (2) the unique identifying number or other designation as assigned by the Secretary of State; and (3) the changes the amendment makes to the certificate of formation as most recently amended or restated. (d) To restate its certificate of formation, a limited liability company must deliver a restated certificate of formation for filing to the Secretary of State. A restated certificate of formation must: (1) be designated as such in the heading; (2) state the limited liability...
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11-62-3
Section 11-62-3 Application for authority to form corporation; adoption of resolution by governing body authorizing incorporation; execution, acknowledgement, filing, recordation and contents of certificate of incorporation; effect of granting of authority for incorporation upon incorporation of other such corporations. (a) By proceeding in the manner set forth herein, any number of natural persons, not less than three, may incorporate a special care facilities financing authority in any municipality of the state. Such authority shall be organized as a public corporation and instrumentality of the state with the powers hereinafter set forth. The incorporators shall first file with the governing body of such municipality a written application seeking permission to incorporate such authority, which application shall be accompanied by a proposed form of certificate of incorporation for such authority and such supporting documents or evidence as the incorporators may consider appropriate...
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