10A-2A-7.22
Section 10A-2A-7.22 Proxies. (a) A stockholder may vote the stockholder's stock in person or by proxy. (b) A stockholder, or the stockholder's agent or attorney-in-fact, may appoint a proxy to vote or otherwise act for the stockholder by signing an appointment form, or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact. (c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to count votes. An appointment is valid for the term provided in the appointment form, and, if no term is provided, is valid for 11 months unless the appointment is irrevocable under subsection (d). (d) An appointment of a proxy is revocable...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.22.htm - 3K - Match Info - Similar pages
9-11-269
Section 9-11-269 Protection of flattened musk turtle. (a) The flattened musk turtle (sternotherus minor depressus) is a reptile unique to the State of Alabama. The Legislature finds the protection of this unique specie is required for its survival. (b) Except as provided in subsection (c) of this section, it is unlawful for any individual, corporation, partnership, trust, association, or any other entity to: (1) Hunt, wound, injure, kill, trap, collect or capture a flattened musk turtle (sternotherus minor depressus), or to attempt to engage in such conduct; or (2) Sell, offer for sale, purchase, offer to purchase, deliver, transport, carry or ship, in intrastate, interstate, or foreign commerce a flattened musk turtle (sternotherus minor depressus), whether alive or dead, or any of its parts or products, or to attempt to engage in such conduct. (c) The Alabama Department of Conservation and Natural Resources shall permit, under such reasonable terms and conditions as it may prescribe...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/9-11-269.htm - 2K - Match Info - Similar pages
10A-2-13.23
Section 10A-2-13.23 Duty to demand payment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder sent a dissenters' notice described in Section 10A-2-13.22 must demand payment in accordance with the terms of the dissenters' notice. (b) The shareholder who demands payment retains all other rights of a shareholder until those rights are canceled or modified by the taking of the proposed corporate action. (c) A shareholder who does not demand payment by the date set in the dissenters' notice is not entitled to payment for his or her shares under this article. (d) A shareholder who demands payment under subsection (a) may not thereafter withdraw that demand and accept the terms offered under the proposed corporate action unless the corporation shall consent thereto. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.23; amended and renumbered by Act 2009-513, p. 967, §141.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.23.htm - 1K - Match Info - Similar pages
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,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.47.htm - 2K - Match Info - Similar pages
10A-2A-10.07
Section 10A-2A-10.07 Restated certificate of incorporation. Notwithstanding Division B of Article 3 of Chapter 1: (a) A corporation's board of directors may restate its certificate of incorporation at any time, without stockholder approval, to consolidate all amendments into a single document. (b) If the restated certificate of incorporation includes one or more new amendments that require stockholder approval, the amendments shall be adopted and approved as provided in Section 10A-2A-10.03. (c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of State for filing a certificate of restatement setting forth: (1) the name of the corporation; (2) the text of the restated certificate of incorporation; (3) a statement that the restated certificate of incorporation consolidates all amendments into a single document; and (4) if a new amendment is included in the restated certificate of incorporation, the statements required under Section 10A-2A-10.06...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.07.htm - 1K - Match Info - Similar pages
10A-2A-12.02
Section 10A-2A-12.02 Stockholder approval of certain dispositions. (a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in Section 10A-2A-12.01, requires approval of the corporation's stockholders if the disposition would leave the corporation without a significant continuing business activity. A corporation will conclusively be deemed to have retained a significant continuing business activity if it retains a business activity that represented, for the corporation and its subsidiaries on a consolidated basis, at least (i) 25 percent of total assets at the end of the most recently completed fiscal year, and (ii) either 25 percent of either income from continuing operations before taxes or 25 percent of revenues from continuing operations, in each case for the most recently completed fiscal year. (b) To obtain the approval of the stockholders under subsection (a) the board of directors shall first adopt a resolution authorizing the disposition....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-12.02.htm - 4K - Match Info - Similar pages
27-3-11
Section 27-3-11 Deposit requirements - Generally. (a) The commissioner shall not issue or permit to exist a certificate of authority as to any insurer, other than an alien insurer, unless it has deposited and maintains deposited in trust with the Treasurer of this state cash or securities eligible under Section 27-6-3 and having a value at all times of not less than $100,000.00 or the minimum paid-in capital stock, if a stock insurer, or surplus, if a mutual or reciprocal insurer, required to be maintained by the insurer under this title for authority to transact the kinds of insurance to be transacted, whichever is the smaller amount. (b) The deposit shall be for the general benefit and protection of the insurer's policyholders or its policyholders and creditors. (c) In lieu of such deposit, or part thereof, in this state of a foreign insurer, the commissioner shall, subject to the retaliatory law, Section 27-3-29, accept the current certificate in proper form of the public official...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-3-11.htm - 3K - Match Info - Similar pages
27-31B-21
Section 27-31B-21 Conversion to or merger with reciprocal insurer. (a) An association captive insurance company or industrial insured group formed as a stock or mutual corporation may be converted to or merged with and into a reciprocal insurer in accordance with a plan therefor and this section. (b) A plan for this conversion or merger shall satisfy both of the following: (1) Be fair and equitable to the shareholders, in the case of a stock insurer, or the policyholders, in the case of a mutual insurer. (2) Provide for the purchase of the shares of any nonconsenting shareholder of a stock insurer or the policyholder interest of any nonconsenting policyholder of a mutual insurer in substantially the same manner and subject to the same rights and conditions as are accorded a dissenting shareholder under Article 13, commencing with Section 10-2B-13.01, of Chapter 2B of Title 10. (c) A conversion authorized under subsection (a) shall satisfy all of the following: (1) The conversion shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31B-21.htm - 5K - Match Info - Similar pages
10A-2A-17.05
Section 10A-2A-17.05 Annual benefit report. (a) No less than annually, a benefit corporation shall prepare a benefit report addressing the efforts of the corporation during the preceding year to operate in a responsible and sustainable manner, to pursue any public benefit or benefits identified in any public benefit provision, and to consider the interests described in Section 10A-2A-17.04(b). The annual benefit report must include: (1) the objectives that the board of directors has established for the corporation to operate in a responsible and sustainable manner, to pursue the public benefit or benefits identified in any public benefit provision, and to consider the interests described in Section 10A-2A-17.04(b); (2) the standards the board of directors has adopted to measure the corporation's progress in operating in a responsible and sustainable manner, in pursuing the public benefit or benefits identified in any public benefit provision, and in considering the interests described...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.05.htm - 3K - Match Info - Similar pages
10A-2A-7.04
Section 10A-2A-7.04 Action without meeting. (a) Unless otherwise provided in the certificate of incorporation, any action required or permitted by this chapter to be taken at any meeting of the stockholders may be taken without a meeting, and without prior notice, if one or more consents in writing setting forth the action so taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares of stock entitled to vote on the action were present and voted; provided, however, that if a corporation's certificate of incorporation authorizes stockholders to cumulate their votes when electing directors pursuant to Section 10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action must be evidenced by one or more written consents describing the action taken, signed by the stockholders approving the action and delivered to the corporation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.04.htm - 4K - Match Info - Similar pages
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