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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....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-12.02.htm - 4K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
10A-1-8.02
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 corporation that is a party to the merger
providing for less than unanimous stockholder approval for the conversion. b. In the case
of a nonprofit corporation that is a party to the merger, a plan of merger 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...
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10A-2A-13.01
Section 10A-2A-13.01 Definitions. Notwithstanding Chapter 1, in this Article 13: (1) "Affiliate"
means a person that directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with another person or is a senior executive of
that person. For purposes of Section 10A-2A-13.02(b)(4), a person is deemed to be an affiliate
of its senior executives. (2) "Corporation" means the corporation that is the issuer
of the stock held by a stockholder demanding appraisal and, for matters covered in Section
10A-2A-13.22 through Section 10A-2A-13.31, includes the surviving organization of a merger.
(3) "Fair value" means the value of the corporation's stock determined: (i) immediately
before the effectiveness of the corporate action to which the stockholder objects; (ii) using
customary and current valuation concepts and techniques generally employed for similar businesses
in the context of the transaction requiring appraisal; and (iii) without...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.01.htm - 5K - Match Info - Similar pages
45-8-90
as security therefor its assets, and anticipated revenues; (8) to maintain civil actions and
have civil actions maintained against it and to defend civil actions against it; (9) to adopt
and alter bylaws for the regulation and conduct of its affairs and business; (10) to acquire,
receive, and take title to, by purchase, gift, lease, devise, or otherwise, to hold, keep,
and develop and to transfer, convey, lease, assign, or otherwise dispose of property of every
kind and character, real, personal, and mixed, and any and every interest therein,
located within the area of operation of the council, to any person; (11) to make, enter into,
and execute such contracts, agreements, leases, and other legal arrangements and to take such
steps and actions as may be necessary or convenient in the furtherance of any purpose or the
exercise of any power provided or granted to it by law; (12) to borrow money for any council
purpose, function, or use and to issue in evidence of the borrowing,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-8-90.htm - 12K - Match Info - Similar pages
45-9A-50
Section 45-9A-50 City Board of Education; election. (a) If a majority of the qualified electors
of the municipality voting in the authorizing referendum election vote in favor of an elected
city board of education, the board shall be established as provided in this section and the
Legislature, as provided in Amendment 659, from time to time, by local law may provide further
for the election of the Lanett City Board of Education. The local laws may provide for the
termination of the terms of office of members of the existing city board of education; the
composition of the city board of education; initial and succeeding terms of office, including
staggered terms; election districts and at-large membership; qualifications; powers, duties,
and responsibilities; vacancies; compensation; and any other matter that the Legislature determines
necessary for the operation of the board. (b) If the majority of electors voting pursuant
to Act 2000-428 vote in favor of changing to an elected board,...
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27-28-2
Section 27-28-2 Plan for exchange of stock, etc., between domestic stock insurer and holding
company - Procedure for exchange. A plan of exchange shall be adopted and become effective
in the following manner: (1) APPROVAL OF THE BOARDS OF DIRECTORS. - The boards of directors
of each corporate party to the plan of exchange by resolution shall adopt the plan of exchange
which shall set forth the terms and conditions of the exchange and the mode of carrying the
same into effect and such other provisions with respect to the exchange as may be deemed necessary
or desirable. (2) APPROVAL OF COMMISSIONER. - Every plan of exchange, before being submitted
to vote of the stockholders pursuant to subdivision (3) of this section, shall be submitted
for approval to the commissioner in accordance with the following procedure: a. After the
approval required by subdivision (1) of this section is obtained, the domestic company shall
submit to the commissioner three copies of the plan of exchange and...
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10A-2A-2.02
addresses of the individuals who are to serve as the initial directors; (2) provisions not
inconsistent with law regarding: (i) the purpose or purposes for which the corporation is
organized; (ii) managing the business and regulating the affairs of the corporation; (iii)
defining, limiting, and regulating the powers of the corporation, its board of directors,
and stockholders; (iv) a par value for authorized stock or classes of stock; or (v) subject
to subsection (f), a provision imposing personal liability for the debts of the corporation
on its stockholders to a specified extent and upon specified conditions; otherwise, the stockholders
of a corporation shall not be personally liable for the payment of the corporation's debts,
except as they may be liable by reason of their own conduct or acts; (3) any provision that
under this chapter is permitted to be set forth in the certificate of incorporation or required
or permitted to be set forth in the bylaws; (4) a provision eliminating...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.02.htm - 4K - Match Info - Similar pages
34-21-127
Section 34-21-127 Rulemaking authority. (a) The commission shall exercise its rulemaking powers
pursuant to the criteria set forth in this compact and the rules adopted under this compact.
Rules and amendments shall become binding as of the date specified in each rule or amendment
and shall have the same force and effect as this compact. (b) Rules or amendments to the rules
shall be adopted at a regular or special meeting of the commission. (c) Before the adoption
of a final rule by the commission, and at least 60 days in advance of the meeting at which
the rule shall be considered and voted upon, the commission shall file a notice of proposed
rulemaking on the website of the commission and on the website of each licensing board or
the publication in which each party state would otherwise publish proposed rules. (d) The
notice of proposed rulemaking shall include all of the following: (1) The proposed time, date,
and location of the meeting in which the rule shall be considered and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/34-21-127.htm - 4K - Match Info - Similar pages
34-27C-4
Section 34-27C-4 License application; renewal; fee. (a) Commencing on May 21, 2009, any security
officer, armed security officer, or contract security company providing private security services
in this state shall apply to the board for a license or certification. Any security officer,
armed security officer, or contract security company providing security services in this state
before May 21, 2009, may continue to engage in business operations pending a final determination
by the board, provided such security officer, armed security officer, or contract security
company files an application for license. This chapter shall not abrogate the terms of a contract
existing on May 21, 2009. (b) An application for licensure or certification shall include
all of the following information: (1) The full name, home address, post office box, and actual
street address of the business of the applicant. (2) The name under which the applicant intends
to do business. (3) The full name and address of...
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