27-27-16
Section 27-27-16 Domestic mutual insurers - Bond or deposit in lieu thereof. (a) Before soliciting any applications for insurance required under Section 27-27-15, as qualification for the original certificate of authority, the incorporators of the proposed mutual insurer shall file with the commissioner a corporate surety bond in the penalty of $15,000.00 in favor of the State of Alabama and for the use and benefit of the state and of applicant members and creditors of the corporation. The bond shall be conditioned as follows: (1) Upon payment of any loss suffered by applicants who have cancelled or lapsed existing insurance policies due to misrepresentation by the incorporators or by persons soliciting such applications under authorization by the corporation, to the effect that the making of such application for insurance and prepayment of premiums in such proposed insurer provides insurance protection prior to issuance of a certificate of authority to such insurer by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-27-16.htm - 2K - Match Info - Similar pages
41-10-141
Section 41-10-141 Powers and duties of authority generally. 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; (2) To maintain civil actions and have civil actions maintained against it in its corporate name, except as otherwise provided in this article, and to defend civil actions against it; (3) To adopt and make use of a corporate seal and to alter the same at pleasure; (4) To amend its certificate of incorporation by filing in the office of the Secretary of State a certificate signed by all of the directors of the authority setting forth the details of the amendment, such certificate to be acknowledged in the same manner as the certificate of incorporation; (5) To adopt and alter bylaws for the regulation and conduct of its affairs and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-10-141.htm - 5K - Match Info - Similar pages
10A-2-11.06
Section 10A-2-11.06 Effect of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) When a merger takes effect: (1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) The surviving corporation thereupon and thereafter possesses all the rights, immunities, and franchises, of a public as well as of a private nature, of every corporation party to the merger; and all property, real, personal and mixed, and all debts due each of the corporations so merged, are taken and deemed to be transferred and vested in the surviving corporation without further act or deed; and title to any real estate, or an interest therein, vested in any of the corporations shall not revert nor in any way be impaired by reason of the merger; (3) The surviving corporation shall be responsible and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.06.htm - 2K - Match Info - Similar pages
10A-2-6.40
Section 10A-2-6.40 Distributions to 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 board of directors may authorize and the corporation may make distributions subject to restriction by the articles of incorporation and the limitation in subsection (c). (b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution other than one involving a repurchase or reacquisition of shares, it 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 articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.40.htm - 3K - Match Info - Similar pages
10A-2A-8.31
Section 10A-2A-8.31 Standards of liability for directors. Notwithstanding Division C of Article 3 of Chapter 1: (a) A director shall not be liable to the corporation or its stockholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes that: (1) no defense interposed by the director based on (i) any provision in the certificate of incorporation authorized by Section 10A-2A-2.02(b)(4) or by Section 10A-2A-2.02(b)(6), or (ii) the protection afforded by Section 10A-2A-8.60, precludes liability; and (2) the challenged conduct consisted or was the result of: (i) action not in good faith; or (ii) a decision (A) which the director did not reasonably believe to be in the best interests of the corporation, or (B) as to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; or (iii) a lack of objectivity due to the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.31.htm - 4K - Match Info - Similar pages
10A-2A-9.14
Section 10A-2A-9.14 Amendment of plan of conversion; abandonment. (a) A plan of conversion of a converting organization that is a corporation may be amended: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) in the manner provided in the plan, except that if the plan has been approved by the stockholders that were entitled to vote on, consent to, or approve of the plan, then those stockholders are entitled to vote on, consent to, or approve of any amendment of the plan that will change: (i) the amount or kind of eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing, to be received by any of the stockholders of the converting corporation under the plan; (ii) the organizational documents of the converted organization that will be in effect immediately after the conversion becomes effective, except...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.14.htm - 2K - Match Info - Similar pages
22-51-8
Section 22-51-8 Board of directors - Composition; appointment, qualifications, terms and compensation of members; vacancies; executive committee. Each corporation shall be governed by a board of directors of nine or more members, selected as provided in this section. Each governing body which authorized the formation of the corporation shall appoint three members of the said board of directors; provided, that if the area to be served by the corporation shall be located wholly within an area governed by a single governing body, the said governing body shall appoint nine members to the said board; provided further, that if the said area to be served shall be located wholly within an area governed by at least two, but not more than two, governing bodies, or if the formation of the board was authorized by only two governing bodies, each of the said governing bodies shall be entitled to appoint at least five members of the said board, or such other number as may be provided by the...
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10A-2-6.32
Section 10A-2-6.32 Cancellation of reacquired shares. 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 may at any time, by resolution of its board of directors, and without shareholder action: (1) Cancel all or any part of the shares of the corporation reacquired by it other than shares the reissuance of which is prohibited by the articles of incorporation, and in the event a statement of cancellation shall be filed under this section; or (2) File a statement of cancellation with respect to shares the reissuance of which is prohibited by the articles of incorporation. (b) The statement of cancellation shall be executed by the corporation and delivered to the judge of probate for filing. The statement shall set forth: (1) The name of the corporation; (2) The number of reacquired shares canceled by resolution duly adopted by the board of directors, itemized by classes and series, and the date of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.32.htm - 2K - Match Info - Similar pages
10A-3-5.05
Section 10A-3-5.05 Effect of merger or consolidation. (a) The merger or consolidation shall be effected upon the effective date and time of the articles of merger or consolidation pursuant to Section 10A-1-4.11. (b) When the merger or consolidation has been effected: (1) The nonprofit corporations, parties to the plan of merger or consolidation, shall become a single nonprofit corporation, which, in the case of a merger, shall be that nonprofit corporation designated in the plan of merger as the surviving nonprofit corporation, and, in the case of a consolidation, shall be the new nonprofit corporation provided for in the plan of consolidation. (2) The separate existence of all nonprofit corporations parties to the plan of merger or consolidation, except the surviving or new nonprofit corporation, shall cease. (3) The surviving or new nonprofit corporation shall have all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a nonprofit...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-5.05.htm - 3K - Match Info - Similar pages
11-95-7
Section 11-95-7 Powers of corporation. In addition to all other powers granted elsewhere in this chapter, a corporation 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 perpetuity, subject to the provisions of Section 11-95-19) specified in its certificate of incorporation; (2) To sue and be sued in its own name in civil suits and actions, and to defend suits against it; (3) To adopt and make use of a corporate seal and to alter the same at pleasure; (4) To adopt and alter bylaws for the regulation and conduct of its affairs and business; (5) To acquire, construct, equip, enlarge, improve, maintain, and operate hospital facilities in the authorizing county and to do all things necessary to that end; (6) To receive, acquire, take and hold, whether by purchase, gift, lease, devise, or otherwise, real and personal property...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-95-7.htm - 5K - Match Info - Similar pages
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