40-2A-7
years from the date the return is filed with the department, whichever is later. This subparagraph
shall not apply to any corporation unless dissolution is completed within 18 months of the
date of the written notice. e. If a taxpayer has made the election provided in subsection
(d) or (e) of Section 40-18-8, a preliminary assessment based on the gain realized as a result
of the involuntary conversion [in the case of subsection (d) of Section 40-18-8] or a rollover
of gain on the sale of a personal residence [as provided in subsection (e) of Section
40-18-8] may be entered within three years from the date the taxpayer notified the department
of the replacement of the property in accordance with subsection (d) or (e) of Section 40-18-8,
as the case may be, or of his or her intention not to replace the property. f. If a taxpayer
has validly elected to have the provisions of subdivision (a) (7) of Section 40-18-6 and subsection
(l) of Section 40-18-8 apply to an acquisition of stock...
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10A-2A-10.05
Section 10A-2A-10.05 Amendment by board of directors. Unless the certificate of incorporation
provides otherwise, a corporation's board of directors may adopt amendments to the corporation's
certificate of incorporation without stockholder approval: (a) to extend the duration of the
corporation if it was incorporated at a time when limited duration was required by law; (b)
to delete the names and addresses of the incorporators or initial directors; (c) 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; (d) if the corporation has only one class
of stock outstanding: (1) to change each issued and unissued authorized share of stock of
the class into a greater number of whole shares of stock of that class; or (2) to increase
the number of authorized shares of stock of the class to the extent necessary to permit the
issuance of stock as a stock dividend; (e) to change the corporate name,...
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10A-2-10.03
Section 10A-2-10.03 Amendment 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 REPEALED IN THE 2019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 one or more amendments to the
articles of incorporation for submission to the shareholders. (b) For the amendments to be
adopted: (1) The board of directors must recommend the amendment 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
with the amendment; and (2) The shareholders entitled to vote on the amendment must approve
the amendment as provided in subsection (e). (c) Subject to the corporation's articles of
incorporation, the board of directors may condition its submission of the proposed amendment
on any basis, except that the board of directors may not...
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27-44-7
Section 27-44-7 Board of directors; selection of members; vacancies; organizational meeting;
reimbursement for expenses. (a) The board of directors of the association shall consist of
not less than five nor more than nine member insurers serving terms as established in the
plan of operation. At all times, at least one member of the board shall be a domestic insurer
as defined in Section 27-1-2(6). The members of the board shall be selected by member insurers
subject to the approval of the commissioner. Vacancies on the board shall be filled for the
remaining period of the term by a majority vote of the remaining board members, subject to
the approval of the commissioner. To select the initial board of directors, and initially
organize the association, the commissioner shall give notice to all member insurers of the
time and place of the organizational meeting. In determining voting rights at the organizational
meeting, each member insurer shall be entitled to one vote in person or by...
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10A-2A-10.06
Section 10A-2A-10.06 Certificate of amendment. Notwithstanding Division B of Article 3 of Chapter
1: (a) After an amendment to the certificate of incorporation has been adopted and approved
in the manner required by this chapter and by the certificate of incorporation, the corporation
shall deliver to the Secretary of State for filing a certificate of amendment, which must
set forth: (1) the name of the corporation; (2) the text of each amendment adopted, or the
information required by Section 10A-2A-1.20(c)(5); (3) if an amendment provides for an exchange,
reclassification, or cancellation of issued stock, provisions for implementing the amendment
if not contained in the amendment itself, (which may be made dependent upon facts objectively
ascertainable outside the certificate of amendment in accordance with Section 10A-2A-1.20(c)(5));
(4) the date of each amendment's adoption; and (5) if an amendment: (i) was adopted by the
incorporators or board of directors without stockholder...
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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-2A-10.07
Section 10A-2A-10.07 Restated certificate of incorporation. Notwithstanding Division B of Article
3 of Chapter 1: (a) A corporation's board of directors may restate its certificate of incorporation
at any time, without stockholder approval, to consolidate all amendments into a single document.
(b) If the restated certificate of incorporation includes one or more new amendments that
require stockholder approval, the amendments shall be adopted and approved as provided in
Section 10A-2A-10.03. (c) A corporation that restates its certificate of incorporation shall
deliver to the Secretary of State for filing a certificate of restatement setting forth: (1)
the name of the corporation; (2) the text of the restated certificate of incorporation; (3)
a statement that the restated certificate of incorporation consolidates all amendments into
a single document; and (4) if a new amendment is included in the restated certificate of incorporation,
the statements required under Section 10A-2A-10.06...
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10A-2A-16.02
Section 10A-2A-16.02 Inspection rights of stockholders. (a) A stockholder of a corporation
is entitled to inspect and copy, during regular business hours at the corporation's principal
office, any of the records of the corporation described in Section 10A-2A-16.01(a), excluding
minutes of meetings of, and records of actions taken without a meeting by, the corporation's
board of directors and board committees established under Section 10A-2A-8.25, if the stockholder
gives the corporation a signed written notice of the stockholder's demand at least five business
days before the date on which the stockholder wishes to inspect and copy. (b) A stockholder
of a corporation is entitled to inspect and copy, during regular business hours at a reasonable
location specified by the corporation, any of the following records of the corporation if
the stockholder meets the requirements of subsection (c) and gives the corporation a signed
written notice of the stockholder's demand at least five...
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5-17-22
Section 5-17-22 Merger and conversion procedures. Any credit union, with the approval of the
Administrator of the Alabama Credit Union Administration, may merge with another credit union,
under the existing certificate of organization of the other credit union, pursuant to any
plan agreed upon by the majority of each board of directors of each credit union joining in
the merger. In addition to approval by the administrator and each board of directors, the
membership of the merging credit union must also approve the merger plan in the following
manner: (1) At a meeting called for that purpose, notice of which purpose must be contained
in the call, two-thirds of those voting may vote to approve the merger plan. Voting must be
conducted in accordance with the bylaws of the credit union. The notice must be provided to
the members at least 45 calendar days, but no more than 90 calendar days, prior to the date
of the meeting. (2) After agreement by the directors and approval by the members...
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5-7A-3
Section 5-7A-3 Certificate of proceedings to be forwarded to Superintendent of Banks. A certificate
of all the proceedings, including a copy of the pertinent portion of the minutes of the meeting
of the board of directors at which the resolution under Section 5-7A-2 was passed, the notice
which was given to each stockholder and a copy of the minutes of the stockholders' meeting,
shall be made and certified to by the president and cashier of the institution under the seal
thereof and acknowledged before a notary public as deeds are required to be acknowledged by
a corporation and forwarded to the superintendent for his certificate of approval. (Acts 1980,
No. 80-658, §5-7-3.)...
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