10A-2A-8.55
Section 10A-2A-8.55 Determination and authorization of indemnification. (a) A corporation may
not indemnify a director under Section 10A-2A-8.51 unless authorized for a specific proceeding
after a determination has been made that indemnification is permissible because the director
has met the relevant standard of conduct set forth in Section 10A-2A-8.51. (b) The determination
shall be made: (1) if there are two or more qualified directors, by the board of directors
by a majority vote of all the qualified directors (a majority of whom shall for that purpose
constitute a quorum), or by a majority of the members of a committee of two or more qualified
directors appointed by a majority vote of qualified directors; (2) by special legal counsel:
(i) selected in the manner prescribed in subsection (b)(1); or (ii) if there are fewer than
two qualified directors, selected by the board of directors (in which selection directors
who are not qualified directors may participate); or (3) by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.55.htm - 1K - Match Info - Similar pages

10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation
that is a constituent organization or the acquired entity in a stock exchange, the plan of
merger or stock exchange shall be adopted in the following manner: (a) The plan of merger
or stock exchange shall first be adopted by the board of directors. (b) Except as provided
in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock
exchange shall then be approved by the stockholders. In submitting the plan of merger or stock
exchange to the stockholders for approval, the board of directors shall recommend that the
stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2),
that the stockholders tender their stock to the offeror in response to the offer, 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.04.htm - 11K - Match Info - Similar pages

10A-2A-7.21
Section 10A-2A-7.21 Voting entitlement of stock. (a) Except as provided in subsections (b)
and (d) or unless the certificate of incorporation provides otherwise, each outstanding share
of stock, regardless of class or series, is entitled to one vote on each matter voted on at
a stockholders' meeting. Only stock is entitled to vote. (b) Stock of a corporation is not
entitled to vote if it is owned by or otherwise belongs to the corporation directly, or indirectly
through an entity of which a majority of the voting power is held directly or indirectly by
the corporation or which is otherwise controlled by the corporation. (c) Stock held by the
corporation in a fiduciary capacity for the benefit of any person is entitled to vote unless
it is held for the benefit of, or otherwise belongs to, the corporation directly, or indirectly
through an entity of which a majority of the voting power is held directly or indirectly by
the corporation or which is otherwise controlled by the corporation....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.21.htm - 1K - Match Info - Similar pages

10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal rights,
and to obtain payment of the fair value of that stockholder's stock, in the event of any of
the following corporate actions: (1) consummation of a merger to which the corporation is
a party (i) if the corporation is a subsidiary and the merger is governed by Section 10A-2A-11.05
or (ii) if stockholder approval is required for the merger by Section 10A-2A-11.04, or would
be required but for the provisions of Section 10A-2A-11.04(j), except that appraisal rights
shall not be available to any stockholder of the corporation with respect to stock of any
class or series that remain outstanding after consummation of the merger; (2) consummation
of a stock exchange to which the corporation is a party the stock of which will be acquired,
except that appraisal rights shall not be available to any stockholder of the corporation
with respect to any class or series of stock of the corporation that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.02.htm - 7K - Match Info - Similar pages

10A-2A-8.53
Section 10A-2A-8.53 Advance for expenses. (a) A corporation may, before final disposition of
a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the
proceeding by an individual who is a party to the proceeding because that individual is a
director if the director delivers to the corporation a signed written undertaking of the director
to repay any funds advanced if (i) the director is not entitled to mandatory indemnification
under Section 10A-2A-8.52 and (ii) it is ultimately determined under Section 10A-2A-8.54 or
Section 10A-2A-8.55 that the director is not entitled to indemnification. (b) The undertaking
required by subsection (a) must be an unlimited general obligation of the director but need
not be secured and may be accepted without reference to the financial ability of the director
to make repayment. (c) Authorizations under this section shall be made: (1) by the board of
directors: (i) if there are two or more qualified directors, by a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.53.htm - 2K - Match Info - Similar pages

10A-2A-13.01
Section 10A-2A-13.01 Definitions. Notwithstanding Chapter 1, in this Article 13: (1) "Affiliate"
means a person that directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with another person or is a senior executive of
that person. For purposes of Section 10A-2A-13.02(b)(4), a person is deemed to be an affiliate
of its senior executives. (2) "Corporation" means the corporation that is the issuer
of the stock held by a stockholder demanding appraisal and, for matters covered in Section
10A-2A-13.22 through Section 10A-2A-13.31, includes the surviving organization of a merger.
(3) "Fair value" means the value of the corporation's stock determined: (i) immediately
before the effectiveness of the corporate action to which the stockholder objects; (ii) using
customary and current valuation concepts and techniques generally employed for similar businesses
in the context of the transaction requiring appraisal; and (iii) without...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.01.htm - 5K - Match Info - Similar pages

45-26-142.12
Section 45-26-142.12 Service charge or fee - Election; proposed changes. (a) The petition for
the election on the question of a service charge, which may accompany the petition for the
election on the establishment of the proposed district, as provided in Section 45-26-142.03,
shall be signed by owners of all parcels of property comprising 25 percent or greater, whether
considered as single contiguous parcels or combinations of parcels owned by a single person,
firm, corporation, or other legal entity, of the acreage located within the boundaries of
the proposed district and shall state specifically the charge proposed to be assessed including
the basis and manner to be assessed. The petition may request that an election be held on
more than one proposed charge. (b) No service charge shall be increased or decreased unless
the same has been first approved by a majority of the votes cast by the qualified voters in
the district at an election held under this part. (c) An election on the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-26-142.12.htm - 2K - Match Info - Similar pages

10A-2A-1.45
Section 10A-2A-1.45 Definitions. In this article: (1) "Corporate action" means any
action taken by or on behalf of the corporation, including any action taken by the incorporator,
the board of directors, a committee of the board of directors, an officer or agent of the
corporation or the stockholders. (2) "Date of the defective corporate action" means
the date (or the approximate date, if the exact date is unknown) the defective corporate action
was purported to have been taken. (3) "Defective corporate action" means (i) any
corporate action purportedly taken that is, and at the time such corporate action was purportedly
taken would have been, within the power of the corporation, but is void or voidable due to
a failure of authorization, and (ii) an overissue. (4) "Failure of authorization"
means the failure to authorize, approve, or otherwise effect a corporate action in compliance
with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate
resolution,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.45.htm - 3K - Match Info - Similar pages

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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.06.htm - 6K - Match Info - Similar pages

17-5-2
Section 17-5-2 Definitions. (a) For purposes of this chapter, the following terms shall have
the following meanings: (1) CANDIDATE. An individual who has done any of the following: a.
Taken the action necessary under the laws of the state to qualify himself or herself for nomination
or for election to any state office or local office or in the case of an independent seeking
ballot access, on the date when he or she files a petition with the judge of probate in the
case of county offices, with the appropriate qualifying municipal official in the case of
municipal offices, or the Secretary of State in all other cases. b. Received contributions
or made expenditures in excess of one thousand dollars ($1,000), or given his or her consent
for any other person or persons to receive contributions or make expenditures in excess of
one thousand dollars ($1,000), with a view to bringing about his or her nomination or election
to any state office or local office. (2) COMMISSION. The State Ethics...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/17-5-2.htm - 12K - Match Info - Similar pages