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10A-2A-14.01
Section 10A-2A-14.01 Dissolution by incorporators or initial directors. A majority of the incorporators
or initial directors of a corporation that has not issued stock or has not commenced business
may dissolve the corporation by delivering to the Secretary of State for filing a certificate
of dissolution that sets forth: (a) the name of the corporation; (b) the date of its incorporation;
(c) either (i) that none of the corporation's stock has been issued, or (ii) that the corporation
has not commenced business; (d) that no debt of the corporation remains unpaid; (e) that the
net assets of the corporation remaining after winding up have been distributed to the stockholders,
if stock was issued; (f) that a majority of the incorporators or initial directors authorized
the dissolution; and (g) the unique identifying number or other designation as assigned by
the Secretary of State. (Act 2019-94, §1; Act 2020-73, §7.)...
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10A-2-14.01
Section 10A-2-14.01 Dissolution by incorporators or initial directors REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. A majority of the incorporators or initial directors of a corporation that has
not issued shares or has not commenced business may dissolve the corporation by delivering
for filing to the judge of probate articles of dissolution that set forth: (1) The name of
the corporation; (2) The date of its incorporation; (3) Either (i) that none of the corporation's
shares has been issued or (ii) that the corporation has not commenced business; (4) That no
debt of the corporation remains unpaid; (5) That the net assets of the corporation remaining
after winding up have been distributed to the shareholders, if shares were issued; and (6)
That a majority of the incorporators or initial directors authorized the dissolution. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-14.01; amended and renumbered by Act...
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10A-2A-7.32
or omissions imposed by law on directors to the extent that the discretion or powers of the
directors are limited by the agreement. An agreement authorized by this section that eliminates
the board of directors shall impose on the person or persons in whom the discretion or powers
of the directors are vested the liability for acts or omissions as are imposed by law on directors.
(f) The existence or performance of an agreement authorized by this section shall not be a
ground for imposing personal liability on any stockholder for the acts or debts of
the corporation even if the agreement or its performance treats the corporation as if it were
a partnership or results in failure to observe the corporate formalities otherwise applicable
to the matters governed by the agreement. (g) Incorporators or subscribers for stock may act
as stockholders with respect to an agreement authorized by this section if no stock has been
issued when the agreement is made. (h) Limits, if any, on the...
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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-2-7.32
to it. (e) An agreement authorized by this section that limits the discretion or powers of
the board of directors shall relieve the directors of, and impose upon the person or persons
in whom the discretion or powers are vested, liability for acts or omissions imposed by law
on directors to the extent that the discretion or powers of the directors are limited by the
agreement. (f) The existence or performance of an agreement authorized by this section shall
not be a ground for imposing personal liability on any shareholder for the acts or
debts of the corporation even if the agreement or its performance treats the corporation as
if it were a partnership or results in failure to observe the corporate formalities otherwise
applicable to the matters governed by the agreement. (g) Incorporators or subscribers for
shares may act as shareholders with respect to an agreement authorized by this section if
no shares have been issued when the agreement is made. (Acts 1994, No. 94-245, p....
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45-8-90
as security therefor its assets, and anticipated revenues; (8) to maintain civil actions and
have civil actions maintained against it and to defend civil actions against it; (9) to adopt
and alter bylaws for the regulation and conduct of its affairs and business; (10) to acquire,
receive, and take title to, by purchase, gift, lease, devise, or otherwise, to hold, keep,
and develop and to transfer, convey, lease, assign, or otherwise dispose of property of every
kind and character, real, personal, and mixed, and any and every interest therein,
located within the area of operation of the council, to any person; (11) to make, enter into,
and execute such contracts, agreements, leases, and other legal arrangements and to take such
steps and actions as may be necessary or convenient in the furtherance of any purpose or the
exercise of any power provided or granted to it by law; (12) to borrow money for any council
purpose, function, or use and to issue in evidence of the borrowing,...
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27-61-1
functions. 5. CORPORATE RECORDS OF THE COMMISSION The Commission shall maintain its corporate
books and records in accordance with the Bylaws. 6. QUALIFIED IMMUNITY, DEFENSE, AND INDEMNIFICATION
a. The Members, officers, executive director, employees, and representatives of the Commission,
the Executive Committee, and any other Committee of the Commission shall be immune from suit
and liability, either personally or in their official capacity, for any claim for damage to
or loss of property or personal injury or other civil liability caused by or
arising out of any actual or alleged act, error, or omission that occurred, or that the person
against whom the claim is made had a reasonable basis for believing occurred within the scope
of Commission employment, duties, or responsibilities; provided that nothing in this paragraph
shall be construed to protect any such person from suit and/or liability for any damage, loss,
injury, or liability caused by the intentional or willful or wanton...
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10A-2A-2.04
Section 10A-2A-2.04 Organization of corporation. (a) After incorporation: (1) if initial directors
are named in the certificate of incorporation, the initial directors shall hold an organizational
meeting, at the call of a majority of the directors, to complete the organization of the corporation
by appointing officers, adopting bylaws, and carrying on any other business brought before
the meeting; or (2) if initial directors are not named in the certificate of incorporation,
the incorporator or incorporators shall hold an organizational meeting at the call of a majority
of the incorporators: (i) to elect initial directors and complete the organization of the
corporation; or (ii) to elect a board of directors who shall complete the organization of
the corporation. (b) Action required or permitted by this chapter to be taken by incorporators
at an organizational meeting may be taken without a meeting if the action taken is evidenced
by one or more written consents describing the action...
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10A-2A-10.05
Section 10A-2A-10.05 Amendment by board of directors. Unless the certificate of incorporation
provides otherwise, a corporation's board of directors may adopt amendments to the corporation's
certificate of incorporation without stockholder approval: (a) to extend the duration of the
corporation if it was incorporated at a time when limited duration was required by law; (b)
to delete the names and addresses of the incorporators or initial directors; (c) to delete
the name and address of the initial registered agent or registered office, if a statement
of change is on file with the Secretary of State; (d) if the corporation has only one class
of stock outstanding: (1) to change each issued and unissued authorized share of stock of
the class into a greater number of whole shares of stock of that class; or (2) to increase
the number of authorized shares of stock of the class to the extent necessary to permit the
issuance of stock as a stock dividend; (e) to change the corporate name,...
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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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