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22-21-73
Section 22-21-73 Incorporation - Certificate of incorporation - Form and contents; approval
by county commission; validation of certain certificates of incorporation. (a) The certificate
of incorporation shall state: (1) The name of the corporation, which shall be "_____
County Hospital Board," if such name is available for use by the corporation and, if
not available, then the incorporators shall designate some other similar name that is available;
provided, that if the corporate functions of the corporation are to be exercised in a portion
only of the county, the corporate name of the corporation shall be a name that is appropriate
for the area in which such functions are to be exercised; (2) The location of its principal
office and the post office address thereof; (3) The number of directors, which number shall
be a multiple of three and shall be not less than nine, except that, in counties having a
population of less than 50,000 inhabitants according to the 1950 or any subsequent...
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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...
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23-1-158
Section 23-1-158 Bonds - Disposition of proceeds. (a) The proceeds of all bonds, other than
refunding bonds, issued by the corporation, remaining after paying the expenses of their issuance,
shall be turned in to the Treasury or shall be deposited into such account or accounts as
specified in the resolution of the board of directors whereunder such bonds are authorized
to be issued, and shall be subject to be drawn on upon the approval of the Department of Transportation
solely for the purpose of constructing, reconstructing, and relocating public roads, bridges
and approaches thereto, tunnels, other public roadway improvements, or work incidental or
related thereto, in the State of Alabama, including the acquisition of property necessary
for such construction, reconstruction, and relocation and incidental and related work. If
action is necessary in order to comply with any federal legislation relating to federal aid
in construction of roads, the corporation may authorize the...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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16-17A-21
Section 16-17A-21 Reincorporation. (a) Any public corporation that meets the criteria specified
in subsection (b) may reincorporate as an authority under this chapter, and become subject
to and governed by this chapter, as provided in this section. (b) A public corporation may
reincorporate under this section if it satisfies both of the following: (1) The public corporation
is a health care authority incorporated or reincorporated under Title 22, Chapter 21, Articles
11 and 11A. (2) The public corporation was incorporated with the approval of a university.
(c) In order to reincorporate a qualifying public corporation as an authority, the following
steps shall be completed: (1) The board of directors of the qualifying public corporation
shall first adopt a resolution proposing articles of reincorporation. (2) After the adoption
by the board of a resolution approving articles of reincorporation, the qualifying public
corporation shall file with the sponsoring university a written request...
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10A-2A-1.48
Section 10A-2A-1.48 Action on ratification. (a) The quorum and voting requirements applicable
to a ratifying action by the board of directors under Section 10A-2A-1.47(a) shall be the
quorum and voting requirements applicable to the corporate action proposed to be ratified
at the time such ratifying action is taken. (b) If the ratification of the defective corporate
action requires approval by the stockholders under Section 10A-2A-1.47(c), and if the approval
is to be given at a meeting, the corporation shall notify each holder of valid and putative
stock, regardless of whether entitled to vote, as of the record date for notice of the meeting
and as of the date of the occurrence of defective corporate action, provided that notice shall
not be required to be given to holders of valid or putative stock whose identities or addresses
for notice cannot be determined from the records of the corporation. The notice must state
that the purpose, or one of the purposes, of the meeting, is to...
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27-42-9
Section 27-42-9 Plan of operation. (a) The association shall submit to the commissioner a plan
of operation and any amendments thereto necessary or suitable to assure the fair, reasonable,
and equitable administration of the association. The plan of operation and any amendments
thereto shall become effective upon approval in writing by the commissioner. If the association
fails to submit a suitable plan of operation within 90 days following January 1, 1981, or
if at any time thereafter the association fails to submit suitable amendments to the plan,
the commissioner shall, after notice and hearing, adopt and promulgate such reasonable rules
as are necessary or advisable to effectuate the provisions of this chapter. Such rules shall
continue in force until modified by the commissioner or superseded by a plan submitted by
the association and approved by the commissioner. (b) All member insurers shall comply with
the plan of operation. (c) The plan of operation shall: (1) Establish...
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10A-2A-2.02
Section 10A-2A-2.02 Certificate of incorporation. Notwithstanding Section 10A-1-3.05: (a) The
certificate of incorporation must set forth: (1) a corporate name for the corporation that
satisfies the requirements of Article 5 of Chapter 1; (2) the number of shares of stock the
corporation is authorized to issue; (3) the street and mailing addresses of the corporation's
initial registered office, the county within this state in which the street and mailing address
is located, and the name of the corporation's initial registered agent at that office as required
by Article 5 of Chapter 1; and (4) the name and address of each incorporator. (b) The certificate
of incorporation may set forth: (1) the names and addresses of the individuals who are to
serve as the initial directors; (2) provisions not inconsistent with law regarding: (i) the
purpose or purposes for which the corporation is organized; (ii) managing the business and
regulating the affairs of the corporation; (iii) defining,...
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2-10-35
Section 2-10-35 Dissolution of marketing or marketing and purchasing associations. (a) Any
cooperative marketing corporation or association or mutual cooperative marketing or purchasing
corporation or association organized under the laws of this state, may be dissolved in the
mode and manner following: (1) In any mode or manner now provided by law in this state for
the dissolution of corporations; (2) By proceedings in the circuit court in the county wherein
the corporation or association was organized, under its statutory jurisdiction; or (3) By
complaint in the circuit court in the county wherein the corporation or association was or
may be organized, in the manner provided in subsections (b) and (c) of this section. (b) If
the board of directors or other governing body shall deem it advisable to dissolve such corporation
or association and shall adopt a resolution to that effect at any regular meeting of the board
or other governing body or at any special meeting called for that...
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27-44-10
Section 27-44-10 Submission of plan of operation and amendments; promulgation of rules in absence
of plan. (a)(1) The association shall submit to the commissioner a plan of operation and any
amendments thereto necessary or suitable to assure the fair, reasonable, and equitable administration
of the association. The plan of operation and any amendments thereto shall become effective
upon approval in writing by the commissioner. (2) If the association fails to submit a suitable
plan of operation within 180 days following January 1, 1983, or if at any time thereafter
the association fails to submit suitable amendments to the plan, the commissioner shall, after
notice and hearing, adopt and promulgate such reasonable rules as are necessary or advisable
to effectuate the provisions of this chapter. Such rules shall continue in force until modified
by the commissioner or superseded by a plan submitted by the association and approved by the
commissioner. (b) All member insurers shall comply...
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