41-10-84
Section 41-10-84 Contents of certificate of incorporation generally; adoption of resolution
by governing body approving form and contents of certificate of incorporation. (a) The certificate
of incorporation of the corporation shall state: (1) The names of the persons forming the
corporation, together with the residence of each thereof and a statement that each of them
is a duly qualified elector of and owner of property in the municipality; (2) The name of
the corporation (which shall be "the state products mart (coliseum) authority located
in _____ County" or some other name of similar import which is available for use); (3)
The location of its principal office, which shall be in the municipality; (4) The purposes
for which the corporation is proposed to be organized; (5) The number of directors, which
shall be not less than three nor more than five, subject, however, to mandatory increase as
provided in this article; and (6) Any other matter relating to the corporation which the...

alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-10-84.htm - 1K - Match Info - Similar pages

10A-2A-17.03
Section 10A-2A-17.03 Certain amendments and transactions; votes required. (a) Unless the certificate
of incorporation requires a greater vote, in addition to any other approval of stockholders
required under this chapter, the approval of at least two-thirds of the votes entitled to
be cast thereon, and, if any class or series of stock is entitled to vote as a separate group
thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting
group, shall be required for a corporation that is not a benefit corporation to: (1) amend
its certificate of incorporation to include a statement that it is subject to this article;
or (2)(i) merge with or into another entity, or effect a conversion, if, as a result of the
merger or conversion, the stock of any voting group would become, or be converted into or
exchanged for the right to receive, stock of a benefit corporation or stock or interests in
an entity subject to provisions of organic law analogous to those in this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.03.htm - 4K - Match Info - Similar pages

10A-2A-2.07
Section 10A-2A-2.07 Forum selection provisions. (a) The certificate of incorporation or the
bylaws may require that any or all internal corporate claims shall be brought exclusively
in any specified court or courts of this state and, if so specified, in any additional courts
in this state or in any other jurisdictions with which the corporation has a reasonable relationship.
(b) A provision of the certificate of incorporation or bylaws adopted under subsection (a)
shall not have the effect of conferring jurisdiction on any court or over any person or claim,
and shall not apply if none of the courts specified by that provision has the requisite personal
and subject matter jurisdiction. If the court or courts of this state specified in a provision
adopted under subsection (a) do not have the requisite personal and subject matter jurisdiction
and another court of this state does have jurisdiction, then the internal corporate claim
may be brought in the other court of this state,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.07.htm - 2K - Match Info - Similar pages

10A-30-2.04
Section 10A-30-2.04 Voluntary termination of close corporation status by amendment of certificate
of formation; vote required; applicable to corporations formed as close corporations or electing
close corporation status prior to January 1, 1995. (a) A corporation may voluntarily terminate
its status as a close corporation and cease to be subject to this article by amending its
certificate of formation to delete therefrom the additional provisions required or permitted
by Section 10A-30-2.02 to be stated in the certificate of formation of close corporations
except such provisions as are permitted by the Alabama Business Corporation Law which the
corporation chooses to retain. Any such amendment shall be adopted and shall become effective
in accordance with the Alabama Business Corporation Law, except that it must be approved by
a vote of the holders of record of at least one-third of the shares of each class of stock
of the corporation which are outstanding. (b) The certificate of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.04.htm - 1K - Match Info - Similar pages

10A-2A-10.08
Section 10A-2A-10.08 Amendment pursuant to reorganization. Notwithstanding Division B of Article
3 of Chapter 1: (a) A corporation's certificate of incorporation may be amended without action
by the board of directors or stockholders to carry out a plan of reorganization ordered or
decreed by a court of competent jurisdiction under the authority of a law of the United States
if the certificate of incorporation after the amendment only contains provisions required
or permitted by Section 10A-2A-2.02. (b) The individual or individuals designated by the court
shall deliver to the Secretary of State for filing a certificate of amendment setting forth:
(1) the name of the corporation; (2) the text of each amendment approved by the court; (3)
the date of the court's order or decree approving the certificate of amendment; (4) the title
of the reorganization proceeding in which the order or decree was entered; and (5) a statement
that the court had jurisdiction of the proceeding under federal...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.08.htm - 1K - Match Info - Similar pages

10A-2A-8.02
Section 10A-2A-8.02 Qualifications of directors. (a) The certificate of incorporation or bylaws
may prescribe qualifications for directors or for nominees for directors. Qualifications must
be reasonable as applied to the corporation and be lawful. (b) A requirement that is based
on a past, prospective, or current action, or expression of opinion, by a nominee for director
or a director that could limit the ability of a nominee for director or a director to discharge
his or her duties as a director is not a permissible qualification under this section. Notwithstanding
the foregoing, qualifications may include not being or having been subject to specified criminal,
civil, or regulatory sanctions or not having been removed as a director by judicial action
or for cause. (c) A director shall be a natural person of the age of at least 19 years but
need not be a resident of this state or a stockholder unless the certificate of incorporation
or bylaws so prescribe. (d) A qualification for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.02.htm - 1K - Match Info - Similar pages

37-6-7
Section 37-6-7 Articles of incorporation - Amendment. A cooperative may amend its articles
of incorporation by complying with the following requirements: The proposed amendment shall
be first approved by the board of trustees and shall then be submitted to a vote of the members
at any annual or special meeting thereof, the notice of which shall set forth the proposed
amendment. The proposed amendment, with such changes as the members shall choose to make therein,
shall be deemed to be approved on the affirmative vote of not less than two thirds of those
members voting thereon at such meeting; and, upon such approval by the members, articles of
amendment shall be executed and acknowledged on behalf of the cooperative by its president
or vice-president, and its corporate seal shall be affixed thereto and attested by its secretary.
The articles of amendment shall recite in the caption that they are executed pursuant to this
chapter and shall state: The name of the cooperative; the address...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-7.htm - 2K - Match Info - Similar pages

10A-2A-6.27
Section 10A-2A-6.27 Restriction on transfer of stock. (a) The certificate of incorporation,
the bylaws, an agreement among stockholders, or an agreement between stockholders and the
corporation may impose restrictions on the transfer or registration of transfer of stock of
the corporation. A restriction does not affect stock issued before the restriction was adopted
unless the holders of the stock are parties to the restriction agreement or voted in favor
of the restriction. (b) A restriction on the transfer or registration of transfer of stock
is valid and enforceable against the corporation, the holder, or a transferee of the holder
if the restriction is authorized by this section and as provided in Section 10A-1-3.42, and
its existence is noted conspicuously on the front or back of the certificate or is contained
in the information required by Section 10A-1-3.45. Unless so noted or contained, a restriction
is not enforceable against a person without knowledge of the restriction. (c)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.27.htm - 2K - Match Info - Similar pages

10A-2A-6.30
Section 10A-2A-6.30 Stockholders' preemptive rights. (a) The stockholders of a corporation
do not have a preemptive right to acquire the corporation's unissued stock except to the extent
the certificate of incorporation so provides. (b) A statement included in the certificate
of incorporation that "the corporation elects to have preemptive rights" (or words
of similar effect) means that the following principles apply except to the extent the certificate
of incorporation expressly provides otherwise: (1) The stockholders of the corporation have
a preemptive right, granted on uniform terms and conditions prescribed by the board of directors
to provide a fair and reasonable opportunity to exercise the right, to acquire proportional
amounts of the corporation's unissued stock upon the decision of the board of directors to
issue them. (2) A preemptive right may be waived by a stockholder. A waiver evidenced by a
writing is irrevocable even though it is not supported by consideration. (3)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.30.htm - 3K - Match Info - Similar pages

10A-2A-6.40
Section 10A-2A-6.40 Distributions to stockholders. (a) The board of directors may authorize
and the corporation may make distributions to its stockholders subject to restriction by the
certificate of incorporation and the limitation in subsection (c). (b) The board of directors
may fix the record date for determining stockholders entitled to a distribution, which date
may not be retroactive. If the board of directors does not fix a record date for determining
stockholders entitled to a distribution (other than one involving a purchase, redemption,
or other acquisition of the corporation's stock), the record date is the date the board of
directors authorizes the distribution. (c) No distribution may be made if, after giving it
effect: (1) the corporation would not be able to pay its debts as they become due in the usual
course of business; or (2) the corporation's total assets would be less than the sum of its
total liabilities plus (unless the certificate of incorporation permits...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.40.htm - 3K - Match Info - Similar pages