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11-97-10
Section 11-97-10 Security for payment of bonds; contracts and agreements to secure. (a) Bonds
issued by any corporation may, as its board may deem advisable, be either general obligations
of such corporation or limited obligations payable only out of certain specified revenues
or assets of such corporation; provided, that any corporation may enter into contracts with
the holders of any of its bonds preventing such corporation from thereafter issuing general
obligation bonds or limiting the amount of such bonds that may thereafter be issued. To the
extent permitted by any contracts with the holders of outstanding bonds and any other contractual
obligations or requirements, any corporation may pledge any of its revenues or mortgage or
assign any of its assets, whether real or personal and whether tangible or intangible, to
secure the payment of any of its bonds. (b) As security for payment of the principal of and
the interest and premium, if any, on any bonds issued or assumed by it, any...
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2-15-1
Section 2-15-1 Department authorized to enter into contracts to perform inspection or testing
services, etc., for persons, firms, etc., engaged in business of marketing livestock; charge
and collection of fees for services rendered and disposition thereof. The Department of Agriculture
and Industries, acting by and through the Commissioner of Agriculture and Industries, with
approval of the State Board of Agriculture and Industries, is authorized and empowered to
enter into contracts with any person, firm, partnership, corporation or association engaged
in the business of marketing livestock whereby the Department of Agriculture and Industries,
on terms and conditions mutually agreed upon between the parties to such a contract, shall
perform any inspection or testing of livestock or any brand inspection or recording duties
required by law to be performed by such person, firm, partnership, corporation or association
engaged in the business of marketing livestock. The Department of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/2-15-1.htm - 2K - Match Info - Similar pages
10A-2A-11.05
Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries. (a) A domestic
or foreign parent entity that owns stock of a corporation which carries at least 90 percent
of the voting power of each class and series of the outstanding stock of that subsidiary corporation
that has voting power may (i) merge that subsidiary corporation into itself (if it is a corporation,
foreign corporation, or eligible entity), (ii) merge that subsidiary corporation into another
corporation, foreign corporation, or eligible entity in which the parent entity owns at least
90 percent of the voting power of each class and series of the outstanding stock or eligible
interests which have voting power, or (iii) merge itself (if it is a corporation, foreign
corporation, or eligible entity) into that subsidiary corporation, in any case without the
approval of the board of directors or stockholders of that subsidiary corporation, unless
the certificate of incorporation or organizational...
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10A-2A-14.10
Section 10A-2A-14.10 Grounds for judicial dissolution. (a) 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 dissolve a corporation: (1) in a proceeding by the Attorney General
if it is established that: (i) the corporation obtained its certificate of incorporation through
fraud; or (ii) the corporation has continued to exceed or abuse the authority conferred upon
it by law; (2) in a proceeding by a stockholder if it is established that: (i) the directors
are deadlocked in the management of the corporate affairs, the stockholders are unable to
break the deadlock, and irreparable injury to the corporation is threatened or being suffered,
or the business and affairs of the corporation can no longer be conducted to the advantage
of the stockholders generally, because of the deadlock; (ii) the directors or...
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10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation
may at any time restate its certificate of formation as theretofore amended, in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed restated certificate of formation and directing that
they be submitted to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. (2) Written notice setting forth the proposed restated
articles or a summary of the provisions thereof shall be given to each member entitled to
vote thereon, within the time and in the manner provided in this chapter for the giving of
notice of meetings of members. If the meeting is an annual meeting, the proposed restated
articles or a summary of the provisions thereof may be included in the notice of the annual
meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
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5-7A-3
Section 5-7A-3 Certificate of proceedings to be forwarded to Superintendent of Banks. A certificate
of all the proceedings, including a copy of the pertinent portion of the minutes of the meeting
of the board of directors at which the resolution under Section 5-7A-2 was passed, the notice
which was given to each stockholder and a copy of the minutes of the stockholders' meeting,
shall be made and certified to by the president and cashier of the institution under the seal
thereof and acknowledged before a notary public as deeds are required to be acknowledged by
a corporation and forwarded to the superintendent for his certificate of approval. (Acts 1980,
No. 80-658, ยง5-7-3.)...
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10A-2A-10.22
Section 10A-2A-10.22 Bylaw provisions relating to the election of directors. (a) Unless the
certificate of incorporation (i) specifically prohibits the adoption of a bylaw pursuant to
this section, (ii) alters the vote specified in Section 10A-2A-7.28(a), or (iii) provides
for cumulative voting, a corporation may elect in its bylaws to be governed in the election
of directors as follows: (1) each vote entitled to be cast may be voted for or against up
to that number of candidates that is equal to the number of directors to be elected, or a
stockholder may indicate an abstention, but without cumulating the votes; (2) to be elected,
a nominee shall have received a plurality of the votes cast by holders of stock entitled to
vote in the election at a meeting at which a quorum is present, provided that a nominee who
is elected but receives more votes against than for election shall serve as a director for
a term that shall terminate on the date that is the earlier of (i) 90 days from the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.22.htm - 3K - Match Info - Similar pages
22-21-77
Section 22-21-77 Powers of corporation. The corporation shall have the following powers, together
with all powers incidental thereto or necessary to the discharge thereof in corporate form:
(1) To have succession by its corporate name for the duration of time, which may be in perpetuity,
specified in its certificate of incorporation or until dissolved as provided in Section 22-21-82;
(2) To maintain actions and have actions maintained against it and to defend action maintained
against it; (3) To make use of a corporate seal and to alter the same at pleasure; (4) To
receive, acquire, take and hold, whether by purchase, gift, lease, devise or otherwise, real
and personal estate of every description and to manage and dispose of same by any form of
legal conveyance or transfer; (5) To acquire, construct, equip, enlarge, improve, maintain
and operate a hospital and to do all things necessary to that end; (6) With the approval of
the board of directors, to design, construct, purchase or...
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23-6-8
Section 23-6-8 Bonds of corporation; annual appropriation from state Public Road and Bridge
Fund. (a) The bonds of the corporation shall be signed by its president and attested by its
secretary and the seal of the corporation shall be affixed thereto or a facsimile thereof
printed or otherwise reproduced thereon. The signatures of both the president and the secretary
on any bonds may be facsimile signatures if the board of directors, in its proceedings with
respect to issuance of the bonds, provides for manual authentication thereof, or manual execution
of certificates of registration thereon, by a trustee, registrar, or paying agent or by named
individuals who are employees of the state assigned to the Finance Department or the State
Treasurer's office. Any bonds of the corporation may be executed and delivered by it at any
time and shall be in the form and denominations and of the tenor and maturities, shall bear
the rate or rates of interest payable and evidenced in such manner, may...
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10A-20-7.04
Section 10A-20-7.04 Powers of corporation. In furtherance of its purposes and in addition to
the powers now or hereafter conferred on business corporations by Alabama statutes, the corporation
shall, subject to the restrictions and limitations contained in this section, have the following
powers: (1) To elect, appoint, and employ officers, agents, and employees to make contracts
and incur liabilities for any of the purposes of the corporation; provided, that the corporation
shall not incur any secondary liability by way of guaranty or endorsement of the obligations
of any person, firm, corporation, joint stock company, association, or trust or in any other
manner. (2) To borrow money from its members and the small business administration and any
other similar federal agency for any of the purposes of the corporation, to issue therefor
its bonds, debentures, notes, or other evidences of indebtedness, whether secured or unsecured,
and to secure the same by mortgage, pledge, deed of...
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