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24-1A-5
to sell the equity of redemption, to purchase the equity of redemption and otherwise to sell
and dispose of the mortgaged property, all as shall seem in the best interests of the authority
and the holders of its bonds; (11) To sell and issue bonds in order to provide funds for any
corporate function, use or purpose; (12) To mortgage, pledge, assign or grant security interests
in any or all of its mortgage loans, mortgages and its interests created thereby in the underlying
real and personal properties covered by such mortgages as security for the payment
of the principal of, and interest on, any bonds issued by the authority, or as security for
any agreements made in connection therewith, whether then owned or thereafter acquired, and
to pledge the revenues from which said bonds are payable as security for the payment of the
principal of, and interest on, said bonds and any agreements made in connection therewith;
(13) To establish such reserves from the proceeds of any issue...
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37-11A-1
by the Governor, or upon its otherwise becoming a law, and when the State of Mississippi ratifies
the compact. Article III. For purposes of this compact, the following terms shall have the
following meanings: (1) Person means an individual, a corporation, a partnership, or any other
entity. (2) Railroad means a common carrier by railroad as defined in Section 1(3) of Part
I of the Interstate Commerce Act [codified as 49 U.S.C. ยง1(3)]. (3) Railroad properties and
facilities mean any real or personal property or interest in property which is owned,
leased, or otherwise controlled by a railroad or other person, including, without limitation,
the authority, and which are used or are useful in rail transportation service, including,
without limiting the generality of the foregoing: a. Track, roadbed, and related structures,
including rail, ties, ballast, other track materials, grading, tunnels, bridges, trestles,
culverts, elevated structures, stations, office buildings used for operating...
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10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words shall have
the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real
estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS
TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association,
including an Alabama real estate investment trust, a common-law trust, or a Massachusetts
trust, which is engaged in business and in which property is acquired, held, managed, administered,
controlled, invested, or disposed of for the benefit and profit of any person who may become
a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED
LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability
Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the
Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
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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...
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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...
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11-88-5
Section 11-88-5 Authorization and procedure for amendment of certificate of incorporation.
(a) The certificate of incorporation of any authority incorporated under the provisions of
this article 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 authority shall first adopt a resolution proposing
an amendment to the certificate of incorporation which shall be set forth in full in the resolution
and which amendment may include: a. A change in the name of the authority; b. The addition
to the service area of the authority of new territory lying within the determining county;
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 authority and which the authority
is authorized by this article to operate; d. Any matters which might have been included in
the original certificate of incorporation; e. Provisions for the addition...
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22-21-173
Section 22-21-173 Incorporation - Certificate of incorporation - Contents; acknowledgment;
filing. The certificate of incorporation of any public corporation incorporated under this
article shall state: (1) The name of the corporation, which shall be Hospital Authority of
_____ (or space to be filled in with the names of the county and of the municipality or municipalities
which are to be members thereof, or with the name of any hospital proposed to be acquired
by the corporation or with such other descriptive name as in the judgment of the members of
the corporation is appropriate); (2) The names of the county and the municipality or municipalities
which are to be members of the corporation; (3) The dates of adoption by the governing bodies
of the county and such municipality or municipalities of their respective resolutions authorizing
the incorporation of the corporation; (4) The location of the principal office of the corporation
and its post office address; (5) The period for the...
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11-50-396
purchase, construct, receive, own, operate, maintain, enlarge, extend, and improve any one
or more gas systems the operation of which is provided for in the certificate of incorporation
of the district (whether or not such system or systems were in existence or whether or not
such system or systems were privately owned or municipally owned prior to the acquisition
by such district). (5) To receive, acquire, take, and hold, whether by purchase, gift, or
lease, devise, or otherwise, real, personal, and mixed property of any nature whatsoever
that its board of directors may deem a necessary or convenient part of or useful in connection
with such system or systems. (6) To borrow money for any corporate purpose and to issue in
evidence of the borrowing interest-bearing bonds payable solely from the revenues derived
from the operation of any one or more of its systems. (7) To pledge to the payment of its
bonds any revenues from which the bonds are made payable and to mortgage, pledge, or...
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11-54-87
specified in the certificate of incorporation unless sooner dissolved as provided in this article;
(2) To sue and be sued and to prosecute and defend civil actions in any court having jurisdiction
of the subject matter and of the parties; (3) To have and to use a corporate seal and to alter
the same at pleasure; (4) To acquire, whether by purchase, construction, exchange, gift, lease,
or otherwise and to improve, maintain, equip, and furnish one or more projects, including
all real and personal properties which the board of directors of the board may deem
necessary in connection therewith, regardless of whether or not any such projects shall then
be in existence; (5) To lease to others any or all of its projects and to charge and collect
rent therefor and to terminate any such lease upon the failure of the lessee to comply with
any of the obligations thereof; (6) To sell, exchange, donate, and convey any or all of its
properties whenever its board of directors shall find any such...
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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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