10A-2-13.25
Section 10A-2-13.25 Offer of payment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) As soon as the proposed corporate
action is taken, or upon receipt of a payment demand, the corporation shall offer to pay each
dissenter who complied with Section 10A-2-13.23 the amount the corporation estimates to be
the fair value of his or her shares, plus accrued interest. (b) The offer of payment must
be accompanied by: (1) The corporation's balance sheet as of the end of a fiscal year ending
not more than 16 months before the date of the offer, an income statement for that year, and
the latest available interim financial statements, if any; (2) A statement of the corporation's
estimate of the fair value of the shares; (3) An explanation of how the interest was calculated;
(4) A statement of the dissenter's right to demand payment under Section 10A-2-13.28; and
(5) A copy of this article. (c) Each dissenter who agrees...
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10A-20-8.06
Section 10A-20-8.06 Declaratory actions - Service of process. Service of process in an action
or proceeding may be had on the local organization by service on its administrative authority,
one or more senior or representative members or other similar authority of the organization
by service on the parent organization by serving any representative official, members, or
employees thereof, by service on the trustee, person, or corporation in which the record title
to the fraternal property sought to be affected by the proceeding is held or vested, and by
service on any other defendant having a justifiable interest in the relief sought. Service
by publication or otherwise may be had on any nonresident in the manner provided in the Alabama
Rules of Civil Procedure pertaining to class actions and other methods of service of process.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §6; §10-4-175; amended and renumbered by Act 2009-513,
p. 967, §338.)...
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22-21-137
Section 22-21-137 Powers - Generally. The authority shall have the following powers and capacities,
among others specified in this article, together with all powers incidental thereto or necessary
to the discharge thereof: (1) To have succession by its corporate name until dissolved as
provided in Section 22-21-154; (2) To maintain actions and have actions maintained against
it by others in any form of litigation other than an action ex delicto, and to defend any
litigation brought against it; (3) To have and use 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, whether by purchase, gift, lease, devise or otherwise, property
of every description which the board may deem necessary or desirable to the acquisition, construction,
reconstruction, improvement, enlargement, equipment, operation or maintenance of a project
and to hold title thereto; (6) To construct, enlarge, improve,...
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22-30A-5
Section 22-30A-5 Identification of inactive or abandoned sites and liable parties by director;
development and implementation of cleanup plan; public comment period; orders; notice and
hearing; payment and reimbursement of expenses; appeal; recovery of expenses by order or civil
action; penalties. (a) The director shall identify inactive or abandoned hazardous substance
sites, as defined herein, within the State of Alabama. Once identified the director shall
refer to the most current national priorities list ("NPL") of the United States
Environmental Protection Agency under the Comprehensive Environmental Response, Compensation
and Liability Act of 1980, ("CERCLA") 42 U.S.C. §9601 et seq. Any Alabama site
identified by the director that also appears on the NPL shall not be subject to this chapter,
except for the matching funds provision of Section 22-30A-3(c). (b) For all sites so identified
by the director, not appearing on the NPL, the director shall attempt to identify all...
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41-10-356
Section 41-10-356 Powers of authority. The authority shall have the following powers among
others specified in this article: (1) To have succession by its corporate name until dissolved
as provided in this article; (2) To sue and be sued and to prosecute and defend, at law or
in equity, in any court having jurisdiction of the subject matter and of the parties thereto;
(3) To have and to use a corporate seal and to alter the same at pleasure; (4) To make and
alter all needful bylaws, rules and regulations for the transaction of the authority's business
and the control of its property and affairs; (5) To provide for the acquisition, construction,
installation, equipping, operation and maintenance of mental health facilities, including
the equipping and improvement of existing mental health facilities; (6) To receive, take and
hold by sale, gift, lease, devise or otherwise, real and personal property of every description,
and to manage the same; (7) To acquire by purchase, gift, or any...
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41-10-396
Section 41-10-396 Powers of authority generally. The authority shall have the following powers
among others specified in this article: (1) To have succession by its corporate names until
dissolved as provided in this article; (2) To institute legal proceedings in any court of
competent jurisdiction to enforce its contractual, statutory and other rights; provided that
the authority shall be considered an instrumentality of the State of Alabama and entitled
to the sovereign immunity of the state; provided further, that any claim, demand or action
against the authority, or any of its directors, officers, employees or agents arising out
of their official capacities, shall be presented to the Board of Adjustment, which shall have
exclusive jurisdiction of any such claim, demand or action; (3) To have and to use a corporate
seal and to alter the same at pleasure; (4) To make and alter all needful bylaws, rules and
regulations for the transaction of the authority's business and the control of...
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7-9A-802
Section 7-9A-802 Savings clause. (a) Pre-effective date transactions or liens. Except as otherwise
provided in this part, Act 2014-374 applies to a transaction or lien within its scope, even
if the transaction or lien was entered into or created before July 1, 2014. (b) Pre-effective
date proceedings. Act 2014-374 does not affect an action, case, or proceeding commenced before
Act 2014-374 takes effect. (Act 2014-374, p. 1339, §2.)...
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10A-2-13.30
Section 10A-2-13.30 Court action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If a demand for payment under
Section 10A-2-13.28 remains unsettled, the corporation shall commence a proceeding within
60 days after receiving the payment demand and petition the court to determine the fair value
of the shares and accrued interest. If the corporation does not commence the proceeding within
the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b) The corporation shall commence the proceeding in the circuit court of the county where
the corporation's principal office, or, if none in this state, its registered office, is located.
If the corporation is a foreign corporation without a registered office in this state, it
shall commence the proceeding in the county in this state where the registered office of the
domestic corporation merged with or whose shares were...
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10A-2-8.51
Section 10A-2-8.51 Authority to indemnify. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided
in subsection (d), a corporation may indemnify an individual made a party to a proceeding
because he or she is or was a director against liability incurred in the proceeding if: (1)
The individual conducted himself or herself in good faith; and (2) The individual reasonably
believed: (i) In the case of conduct in his or her official capacity with the corporation,
that the conduct was in its best interests; and (ii) In all other cases, that the conduct
was at least not opposed to its best interests; and (3) In the case of any criminal proceeding,
the individual had no reasonable cause to believe his or her conduct was unlawful. (b) A director's
conduct with respect to an employee benefit plan for a purpose he or she reasonably believed
to be in the interests of the participants in and beneficiaries of...
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10A-2A-8.09
Section 10A-2A-8.09 Removal of directors by judicial proceeding. (a) The designated court,
and if none, the circuit court for the county in which the corporation's principal office
is located in this state, and if none in this state, the circuit court for the county in which
the corporation's most recent registered office is located may remove a director from office
or may order other relief, including barring the director from reelection for a period prescribed
by the court, in a proceeding commenced by or in the right of the corporation if the court
finds that (i) the director engaged in fraudulent conduct with respect to the corporation
or its stockholders, grossly abused the position of director, or intentionally inflicted harm
on the corporation; and (ii) considering the director's course of conduct and the inadequacy
of other available remedies, removal or such other relief would be in the best interest of
the corporation. (b) A stockholder proceeding on behalf of the corporation...
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