11-89C-5
Section 11-89C-5 Exemption of public corporation from fees and taxes. The property and income
of any public corporation, and any conveyance, lease, mortgage, deed of trust, or trust indentures
by or to the public corporation shall be exempt from all state and local taxation. The public
corporation shall not be obligated to pay any fees, taxes, or costs to the judge of probate
of any county for its incorporation, the amendment of its certificate of incorporation, or
the recording of any document, including, but not limited to, deeds, leases, and easements.
(Acts 1995, No. 95-775, p. 1835, §5.)...
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11-89A-13
Section 11-89A-13 Freedom of authority from supervision and control of state; applicability
of Article 1 of Chapter 27 of Title 22. (a) This chapter is intended to aid the state through
the furtherance of the purposes of the chapter by providing appropriate and independent instrumentalities
with full and adequate powers to fulfill their functions. Except as expressly provided in
this chapter, no proceeding, notice, or approval shall be required for the incorporation of
any authority or the amendment of its certificate of incorporation, the purchase of any note
or other instrument secured by a mortgage, deed of trust, note, or other security interest,
the issuance of any bonds, the execution of any mortgage and deed of trust or trust indenture,
or the exercise of any other of its powers by an authority. Neither a public hearing nor the
consent of the State Department of Finance or any other department, agency, bureau, board,
or corporation of the state shall be prerequisite to the...
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11-95-11
Section 11-95-11 Exemption from taxation and fees. The property and income of a corporation,
all bonds issued by a corporation, the income from such bonds, conveyances by or to a corporation,
and leases, mortgages and deeds of trust or trust indentures by or to a corporation shall
be exempt from all taxation in the State of Alabama. A corporation shall be exempt from all
taxes levied by any county, municipality, or other political subdivision of the state, including,
but without limitation to, license and excise taxes imposed in respect of the privilege of
engaging in any of the activities in which a corporation may engage. A corporation 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. (Acts 1981, No. 81-338, p. 480, §11.)...
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10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger has
been adopted and approved as required by this article, then a statement of merger shall be
signed by each party to the merger except as provided in Section 10A-2A-11.05(a). The statement
of merger must set forth: (1) the name, type of organization, and mailing address of the principal
office of each constituent organization, the jurisdiction of the governing statute of each
constituent organization, and the respective unique identifying number or other designation
as assigned by the Secretary of State, if any, of each constituent organization; (2) the name,
type of organization, and mailing address of the principal office of the surviving organization,
the unique identifying number or other designation as assigned by the Secretary of State,
if any, of the surviving organization, the jurisdiction of the governing statute of the surviving
organization, and, if the surviving organization is created...
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10A-2A-14.02
Section 10A-2A-14.02 Dissolution by board of directors and stockholders. (a) The board of directors
may propose dissolution for submission to the stockholders by first adopting a resolution
authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it shall then be
approved by the stockholders. In submitting the proposal to dissolve to the stockholders for
approval, the board of directors shall recommend that the stockholders approve the dissolution,
unless (i) the board of directors determines that because of conflict of interest or other
special circumstances it should make no recommendation or (ii) Section 10A-2A-8.26 applies.
If either (i) or (ii) applies, the board of directors shall inform the stockholders of the
basis for its so proceeding. (c) The board of directors may set conditions for the approval
of the proposal for dissolution by stockholders or the effectiveness of the dissolution. (d)
If the approval of the stockholders is to be given at a meeting, the...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
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...
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9-6-17
Section 9-6-17 Provisions of chapter cumulative; provisions of chapter exclusive as to incorporation,
issuance of bonds, etc. This chapter is intended to aid the state in the execution of its
duties by providing appropriate and independent instrumentalities of the state with full and
adequate powers to fulfill their functions. The foregoing sections of this chapter shall be
deemed to provide additional and alternative methods for the doing of the things authorized
thereby and shall be regarded as supplemental and additional to and not in derogation of any
powers conferred upon boards of water and sewer commissioners created by municipalities within
this state or upon any other agencies of the state or the municipalities thereof which are
concerned with the control, abatement or prevention of water, air or general environmental
pollution. Neither this chapter nor any provision contained in this chapter shall be construed
as a restriction or limitation upon any power, right or remedy...
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41-10-149
Section 41-10-149 Construction of article generally; certain provisions exclusive. This article
is intended to aid the state in the execution of its duties by providing appropriate and independent
instrumentalities of the state with full and adequate powers to fulfill their functions. The
foregoing sections of this article shall be deemed to provide additional and alternative methods
for the doing of the things authorized thereby and shall be regarded as supplemental and additional
to and not in derogation of any powers conferred upon corporations created by municipalities
within this state or upon any other agencies of the state or the municipalities thereof which
are concerned with the restoration, renovation, preservation, improvement, protection or maintenance
of or interest in any public or private property that has been listed in the National Register
of Historic Places. Neither this article nor any provision contained in this article shall
be construed as a restriction or...
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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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10A-2A-9.12
Section 10A-2A-9.12 Action on a plan of conversion. In the case of a conversion of a corporation
the plan of conversion shall be adopted in the following manner: (a) The plan of conversion
shall first be adopted by the board of directors. (b) The plan of conversion shall then be
approved by the stockholders. In submitting the plan of conversion to the stockholders for
their approval, the board of directors must recommend that the stockholders approve the plan,
unless (i) the board of directors makes a determination that because of conflicts of interest
or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26
applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders
of the basis for its so proceeding. (c) The board of directors may set conditions for approval
of the plan of conversion by the stockholders or the effectiveness of the plan of conversion.
(d) If the approval of the stockholders is to be given at a...
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