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27-27-22
Section 27-27-22 Domestic mutual insurers - Bylaws. (a) A domestic mutual insurer shall have
bylaws for the government of its affairs. The initial board of directors of a domestic mutual
insurer shall adopt original bylaws, subject to the approval of the insurer's members at the
next succeeding meeting. The members shall have power to make, modify, and revoke bylaws.
(b) The bylaws shall provide: (1) That each member is entitled to one vote upon each matter
coming to a vote at meetings of members or to more votes in accordance with a reasonable classification
of members as set forth in the bylaws and based upon the amount of insurance in force, number
of policies held, or upon the amount of the premiums paid by such member or upon other reasonable
factors. A member shall have the right to vote in person or by his written proxy made not
less than 30 days prior to the meeting. No such proxy shall be made irrevocable for longer
than a period of three years; (2) For election of directors...
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10A-2-2.07
Section 10A-2-2.07 Emergency bylaws. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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
provide otherwise, the board of directors of a corporation may adopt bylaws to be effective
only in an emergency defined in subsection (d). The emergency bylaws, which are subject to
amendment or repeal by the shareholders, may make all provisions necessary for managing the
corporation during the emergency, including: (1) Procedures for calling a meeting of the board
of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or
substitute directors. (b) All provisions of the regular bylaws consistent with the emergency
bylaws remain effective during the emergency. The emergency bylaws are not effective after
the emergency ends. (c) Corporate action taken in good faith in accordance with emergency
bylaws: (1) Binds the corporation; and (2) May not be used to...
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11-49A-6
Section 11-49A-6 Certificate of incorporation - Amendments; resolution; application; denial
or approval of governing body; filing. The certificate of incorporation of any authority 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, provided that the contents of any amendment are first approved
by the municipal governing body which shall have the authority to recommend requirements with
respect to either any amendment or the original certificate of incorporation. The board of
directors of the authority 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 any matters which might have been included in the original certificate of incorporation.
After the adoption by the board of a resolution proposing an amendment to the certificate
of incorporation of the authority, the chairman...
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37-6-10
Section 37-6-10 Board of trustees. The business and affairs of a cooperative shall be managed
by a board of not less than five trustees, each of whom shall be a member of the cooperative
or of another cooperative which shall be a member thereof, or a person designated by the governing
body or board of directors of a municipality or other corporation, respectively, which is
a member thereof. The bylaws shall prescribe the number of trustees, their qualifications,
other than those provided for in this chapter, the manner of holding meetings of the board
of trustees, and of the election of successors to trustees who shall resign, die or otherwise
be incapable of acting. The bylaws may also provide for the removal of trustees from office
and for the election of their successors. The bylaws may establish a procedure for nominating
candidates for the board of trustees and if the bylaws contain such a procedure, they may
prohibit nominations from the floor on the day of an annual, district,...
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10A-2-10.06
Section 10A-2-10.06 Articles of amendment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation amending
its articles of incorporation shall deliver to the judge of probate for filing articles of
amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted;
(3) If an amendment provides for an exchange, reclassification, or cancellation of issued
shares, provisions for implementing the amendment if not contained in the amendment itself;
(4) The date of each amendment's adoption; (5) If an amendment was adopted by the board of
directors without shareholder action, a statement to that effect and that shareholder action
was not required; (6) If an amendment was approved by the shareholders: (i) The designation,
number of outstanding shares, number of votes entitled to be cast by each voting group entitled
to vote separately on the amendment, and the number of votes of...
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10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting a plan of
merger or share exchange, the board of directors of each corporation party to the merger,
and the board of directors of the corporation whose shares will be acquired in the share exchange,
shall submit the plan of merger, except as provided in subsection (g), or share exchange for
approval by its shareholders. (b) For a plan of merger or share exchange to be approved: (1)
The board of directors must recommend the plan of merger or share exchange 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 plan; and (2) The shareholders entitled to vote must approve
the plan. (c) Subject to the corporation's articles of...
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10A-2A-1.47
Section 10A-2A-1.47 Ratification of defective corporate actions. (a) To ratify a defective
corporate action under this section (other than the ratification of an election of the initial
board of directors under subsection (b)), the board of directors shall take action ratifying
the action in accordance with Section 10A-2A-1.48, stating: (1) the defective corporate action
to be ratified and, if the defective corporate action involved the issuance of putative stock,
the number and type of shares of putative stock purportedly issued; (2) the date of the defective
corporate action; (3) the nature of the failure of authorization with respect to the defective
corporate action to be ratified; and (4) that the board of directors approves the ratification
of the defective corporate action. (b) In the event that a defective corporate action to be
ratified relates to the election of the initial board of directors of the corporation under
Section 10A-2A-2.04(a)(2), a majority of the persons who,...
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45-40-91
thousand dollars ($150,000) for operating expenses to be paid by the county from the TVA in
lieu of tax funds previously allocated for such purposes. (b) The George C. Wallace Airport
Authority shall henceforth be known as the Lawrence County Airport Authority and the ownership
thereof shall be transferred to the Lawrence County Commission including, but not limited
to, all real estate, including runways located in the airport boundaries, all hangars, the
headquarters building, and all personal property and accounts receivable. The authority
shall henceforth be owned and managed by the Lawrence County Commission or its delegate. All
existing airport funding and sources of income shall continue to be the property of the airport
authority including, but not limited to, grants, hangar leases, cotton leases, and income
from the sale of aviation fuel. The Lawrence County Commission shall have the authority to
manage the airport authority directly or authorize an incorporated or...
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39-2-12
Section 39-2-12 Partial and final payments of contractors by awarding authorities. (a) As used
in this section the following words shall have the meanings ascribed to them as follows: (1)
CONTRACTOR. Any natural person, partnership, company, firm, corporation, association, limited
liability company, cooperative, or other legal entity licensed by the Alabama State Licensing
Board for General Contractors. (2) NONRESIDENT CONTRACTOR. A contractor which is neither a.
organized and existing under the laws of the State of Alabama, nor b. maintains its principal
place of business in the State of Alabama. A nonresident contractor which has maintained a
permanent branch office within the State of Alabama for at least five continuous years shall
not thereafter be deemed to be a nonresident contractor so long as the contractor continues
to maintain a branch office within Alabama. (3) RETAINAGE. That money belonging to the contractor
which has been retained by the awarding authority conditioned on...
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10A-2A-6.01
Section 10A-2A-6.01 Authorized stock. (a) The certificate of incorporation must set forth any
classes of stock and series of stock within a class, and the number of shares of stock of
each class and series, that the corporation is authorized to issue. If more than one class
or series of stock is authorized, the certificate of incorporation must prescribe a distinguishing
designation for each class or series and, before the issuance of stock of a class or series,
describe the terms, including the preferences, rights, and limitations, of that class or series.
Except to the extent varied as permitted by this section, all shares of stock of a class or
series must have terms, including preferences, rights, and limitations, that are identical
with those of other shares of stock of the same class or series. (b) The certificate of incorporation
must authorize: (1) one or more classes or series of stock that together have full voting
rights, and (2) one or more classes or series of stock (which...
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