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 REPEALED IN THE 2019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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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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-20-7.02
Section 10A-20-7.02 Incorporation. (a) Five or more financial institutions or persons, a majority
of whom shall be residents of this state, who may desire to create an industrial development
corporation under the provisions of this article for the purpose of promoting, developing,
and advancing the prosperity and economic welfare of the state and, to that end, to exercise
the powers and privileges provided in this article may be incorporated by delivering to the
Secretary of State for filing a certificate of formation. The filing of the certificate shall
be accompanied by a filing fee in the amount prescribed to be paid to the Secretary of State
under Section 10A-1-4.31 in connection with the filing of a certificate of formation. The
certificate of formation shall contain: (1) The name of the corporation which shall include
the words "industrial development corporation of Alabama." (2) The location of the
principal office of the corporation, but the corporation may have offices in...
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10A-2A-11.05
Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries. (a) A domestic
or foreign parent entity that owns stock of a corporation which carries at least 90 percent
of the voting power of each class and series of the outstanding stock of that subsidiary corporation
that has voting power may (i) merge that subsidiary corporation into itself (if it is a corporation,
foreign corporation, or eligible entity), (ii) merge that subsidiary corporation into another
corporation, foreign corporation, or eligible entity in which the parent entity owns at least
90 percent of the voting power of each class and series of the outstanding stock or eligible
interests which have voting power, or (iii) merge itself (if it is a corporation, foreign
corporation, or eligible entity) into that subsidiary corporation, in any case without the
approval of the board of directors or stockholders of that subsidiary corporation, unless
the certificate of incorporation or organizational...
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11-59-2
Section 11-59-2 Legislative intent; construction of chapter generally. (a) It is the intention
of the Legislature by the passage of this chapter to authorize the incorporation in the several
cities and towns in this state of public corporations for the purpose of owning and operating
and contracting with others for the operation of such facilities as may be specified in the
certificate of incorporation of the corporation or any amendment thereto and to vest such
corporations with all powers that may be necessary to enable them to accomplish any such purpose,
including the power to issue their revenue bonds and to mortgage such properties and pledge
the revenues derived therefrom as security therefor. (b) This chapter shall be liberally construed
in conformity with the said intention. (Acts 1947, No. 231, p. 94, §2.)...
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22-21-318
Section 22-21-318 Powers of authority. (a) In addition to all other powers granted elsewhere
in this article, and subject to the express provisions of its certificate of incorporation,
an authority shall have the following powers, together with all powers incidental thereto
or necessary to the discharge thereof in corporate form: (1) To have succession by its corporate
name for the duration of time, which may be in perpetuity, specified in its certificate of
incorporation or until dissolved as provided in Section 22-21-339; (2) To sue and be sued
in its own name in civil suits and actions, and to defend suits and actions against it, including
suits and actions ex delicto and ex contractu, subject, however, to the provisions of Chapter
93 of Title 11, which chapter is hereby made applicable to the authority; (3) To adopt and
make use of a corporate seal and to alter the same at pleasure; (4) To adopt, alter, amend
and repeal bylaws, regulations and rules, not inconsistent with the...
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22-21-389
Section 22-21-389 Nonprofit corporations organized prior to May 4, 1982. No nonprofit corporation,
organized under the laws of this state prior to May 4, 1982 to operate a dental service plan
in the state or any of the counties thereof, the charter or certificate of incorporation of
which has been approved or consented to by the insurance commissioner prior to May 4, 1982,
shall be required to incorporate or reincorporate as provided herein. However, every such
corporation desiring to operate such a plan shall file with the insurance commissioner its
acceptance of this article within six months from May 4, 1982, and every such corporation
so accepting this article shall continue, shall have all the powers, authority, and exemptions
of this article, and shall be subject to all the provisions hereof except as otherwise provided
herein. At the time of filing its acceptance, each such corporation must demonstrate to the
satisfaction of the department that it is in compliance with the...
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33-13-2
Section 33-13-2 Legislative intent; construction of chapter. It is the intention of the Legislature
by the passage of this chapter to implement Constitutional Amendment No. 338 by: (1) Authorizing
the issuance of the interest-bearing general obligation bonds of the state provided for in
the said constitutional amendment; (2) Providing for the incorporation of a public corporation
to act as the agency of the state in the authorization, sale, issuance and approval of disbursement
of proceeds of the said bonds and to perform the other functions hereinafter specified; and
(3) Providing for the expenditure of the proceeds from the said bonds. It is also the intention
of the Legislature that, to the extent deemed feasible, in the sole discretion of the Alabama
State Docks Department with the approval of the Alabama Port Authority, the proceeds from
the said bonds will be used in preparation for and in anticipation of the demands that will
be made upon and the opportunities that will be...
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33-15-12
Section 33-15-12 Exemption from taxation, etc. The authority, its income, the property of the
authority while owned by it, all bonds issued by the authority, the income from such bonds,
conveyances by or to the authority and leases, mortgages and deeds of trust by or to the authority
shall be exempt from all taxation in the State of Alabama. The authority shall not be obligated
to pay or allow any fees, taxes or costs to the judge of probate of any county in respect
of its incorporation, the amendment of its certificate of incorporation or the recording of
any document. No license or excise tax may be imposed on the authority in respect to the privilege
of engaging in any of the activities authorized by this chapter. (Acts 1965, No. 584, p. 1080,
§12.)...
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4-3-41
Section 4-3-41 Authority and procedure for incorporation; reincorporation of existing airport
authorities. (a) Pursuant to the provisions of this article, airport authorities may be organized
as public corporations with the powers set forth in this article. To organize such a corporation,
not less than three natural persons shall file with the governing body of any county or any
municipality an application in writing for permission to incorporate a public corporation
under the provisions of this article and shall attach to such application a proposed form
of certificate of incorporation for such corporation. If each governing body with which the
application is filed shall adopt a resolution (which need not be published or posted) approving
the form of such certificate of incorporation and authorizing the formation of such a public
corporation, then said applicants shall become the incorporators of and shall proceed to incorporate
the authority as a public corporation in the manner...
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