10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under common control with another person. An affiliate of an individual includes the spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or spouse of any thereof, of the individual, or an individual having the same home as the individual, or a trust or estate of which an individual specified in this sentence is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person, or minor of which the individual is a fiduciary; or an entity of which the individual is director, general partner, agent, employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity for which the person is: (i) an officer or governing person; or (ii) a beneficial...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
10A-2A-1.48
Section 10A-2A-1.48 Action on ratification. (a) The quorum and voting requirements applicable to a ratifying action by the board of directors under Section 10A-2A-1.47(a) shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken. (b) If the ratification of the defective corporate action requires approval by the stockholders under Section 10A-2A-1.47(c), and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative stock, regardless of whether entitled to vote, as of the record date for notice of the meeting and as of the date of the occurrence of defective corporate action, provided that notice shall not be required to be given to holders of valid or putative stock whose identities or addresses for notice cannot be determined from the records of the corporation. The notice must state that the purpose, or one of the purposes, of the meeting, is to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.48.htm - 3K - Match Info - Similar pages
10A-2A-1.20
Section 10A-2A-1.20 Requirements for filing instruments; extrinsic facts. (a) Whenever any filing instrument is to be filed with the Secretary of State or in accordance with this chapter, such instrument shall be executed as follows: (1) Except as provided in subsection (a)(3), the certificate of incorporation, and any other instrument to be filed before the election of the initial board of directors if the initial directors were not named in the certificate of incorporation, shall be signed by the incorporator or incorporators or the successors and assigns of the incorporator or incorporators. If any incorporator is not available then any other instrument may be signed, with the same effect as if the incorporator had signed it, by any person for whom or on whose behalf the incorporator, in executing the certificate of incorporation, was acting directly or indirectly as employee or agent, provided that the other instrument shall state that the incorporator is not available and the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.20.htm - 5K - Match Info - Similar pages
45-5-141.20
Section 45-5-141.20 Powers and duties; annual dues; board of trustees; referendum election. (a) This section shall apply only in Blount County. (b) A district for the delivery of fire and emergency medical services may be formed in any unincorporated area of the county pursuant to this section subject to the approval of a majority of the qualified electors who vote at a referendum election for that purpose in the proposed district and for the approval of the mandatory annual dues of the district. (c) In order to call for a referendum election for the formation of a district, a petition signed by not less than 20 percent of the registered voters who reside in the proposed district shall be presented to the county commission and the Judge of Probate of Blount County. The petition shall contain an accurate legal description of the proposed area and shall state the name of the proposed district. The petition for the establishment of a district shall be accompanied by a request for the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-5-141.20.htm - 16K - Match Info - Similar pages
11-20-35
Section 11-20-35 Certificate of incorporation - Amendment. If any corporation formed under this article has accidentally or inadvertently failed to comply with the requirements of this article in its organization, such omission or defect may be corrected by filing an amendment as provided in this section. The certificate of incorporation of any corporation formed under this article may also at any time and from time to time be amended so as to make any changes therein and add any provisions thereto which might have been included in the certificate of incorporation in the first instance. Any such amendment shall be effected in the following manner: The board of directors of the corporation shall adopt a resolution proposing such amendment to the certificate of incorporation. The chairman of the board of directors of the corporation shall file with the governing body of the county an application in writing seeking permission to amend the certificate of incorporation, specifying in such...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-20-35.htm - 2K - Match Info - Similar pages
15-18-179
Section 15-18-179 Application for incorporation; certificate of incorporation; amendment; board of directors; dissolution; funding; competitive bidding laws not applicable. (a) A public corporation may be organized as a community punishment and corrections authority pursuant to this article in any county or group of counties located in one or more judicial circuits. In order to incorporate the public corporation, any number of natural persons, not less than three, who are duly qualified electors of a proposed county or counties shall first file a written application with the county commission or any two or more thereof. The application shall contain all of the following: (1) The names of each county commission with which the application is filed. (2) A statement that the applicants propose to incorporate an authority pursuant to this article. (3) The proposed location of the principal office of the authority. (4) A statement that each of the applicants is a duly qualified elector of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/15-18-179.htm - 14K - Match Info - Similar pages
10A-2A-10.09
Section 10A-2A-10.09 Effect of amendment. (a) An amendment to the certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the stockholders. An amendment changing a corporation's name does not affect a proceeding brought by or against the corporation in its former name. (b) A stockholder who becomes subject to new personal liability in respect of the corporation as a result of an amendment to the certificate of incorporation shall have that new personal liability only in respect of interest holder liabilities that arise after the amendment becomes effective. (c) Except as otherwise provided in the certificate of incorporation of the corporation, the personal liability of a stockholder who had personal liability in respect of the corporation before the amendment becomes effective and has new personal liability after the amendment becomes...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.09.htm - 2K - Match Info - Similar pages
45-49-90.05
Section 45-49-90.05 Certificate of incorporation Amendments. (a) If any corporation formed under this part has accidentally or inadvertently failed to comply with the requirements of this part in its organization, such omission or defect may be corrected by filing an amendment as provided in this section. The certificate of incorporation of any corporation formed under this part may also at any time and from time to time be amended so as to make any changes therein and add any provisions thereto which might have been included in the certificate of incorporation in the first instance. (b) Any such amendment shall be effected in the following manner: The board of directors of the corporation shall adopt a resolution proposing such amendment to the certificate of incorporation. The chair of the board of directors of the corporation shall file with the governing body of the county and, if applicable, any participating municipality, an application in writing seeking permission to amend the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-49-90.05.htm - 3K - Match Info - Similar pages
45-30-250.03
Section 45-30-250.03 Amendment to certificate of incorporation. (a) The certificate of incorporation of the authority incorporated under 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. The amendment may include any of the following: a. A change in the name of the authority. b. The addition to the service area of the authority of new territory lying within Franklin County. c. Provisions for the operation of a system or facility not currently provided for in the certificate of incorporation of the authority for which the authority is authorized by this article to operate. d. Any matters which could have been included in the original certificate of incorporation. e. Provisions for the addition to the service area of the authority of new territory...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-30-250.03.htm - 5K - Match Info - Similar pages
10A-2A-10.01
Section 10A-2A-10.01 Authority to amend. (a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the certificate of incorporation. Whether a provision is required or permitted in the certificate of incorporation is determined as of the effective date of the amendment. (b) A stockholder of the corporation does not have a vested property right resulting from any provision in the certificate of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation. (Act 2019-94, ยง1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.01.htm - 1K - Match Info - Similar pages
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