24-1-27
Section 24-1-27 Powers and duties of authority. (a) An authority shall constitute a
public body and a body corporate and politic exercising public powers, and having all the
powers necessary or convenient to carry out and effectuate the purposes and provisions of
this article, including the following powers in addition to others granted in this article:
(1) To investigate into living, dwelling and housing conditions and into the means and methods
of improving such conditions. (2) To determine where unsafe or unsanitary dwelling, public
school or housing conditions exist. (3) To study and make recommendations concerning the plan
of any city located within its boundaries in relation to the problem of clearing, replanning,
and reconstruction of areas in which unsafe or unsanitary dwelling, public school, or housing
conditions exist, and the provision of dwelling accommodations for persons of low income,
and to cooperate with any city or regional planning agency. (4) To prepare, carry out,...

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37-6-3
Section 37-6-3 Enumerated powers. A cooperative shall have the power: (1) To sue and
be sued in its corporate name. (2) To adopt a corporate seal and alter the same at its pleasure.
(3) To generate, manufacture, purchase, acquire and transmit electric energy and to distribute,
sell, supply and dispose of electric energy to its members, to governmental agencies and political
subdivisions and to other persons; provided, however, that should a cooperative acquire any
electric facilities dedicated or devoted to the public use, it may continue to serve the persons
served directly from such facilities at the time of such acquisition without requiring that
such persons become members, and, provided further, that such nonmembers shall have the right
to become members upon nondiscriminatory terms. Cooperatives may not condition membership
or provision of service on compliance by the member with requirements not directly related
to the electric or other service to be provided by the cooperative....
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40-27-1
Section 40-27-1 Compact adopted; terms. The following Multistate Tax Compact is hereby
approved, adopted and enacted into law by the State of Alabama: Multistate Tax Compact Article
I. Purposes. The purposes of this compact are to: 1. Facilitate proper determination of state
and local tax liability of multistate taxpayers, including the equitable apportionment of
tax bases and settlement of apportionment disputes. 2. Promote uniformity or compatibility
in significant components of tax systems. 3. Facilitate taxpayer convenience and compliance
in the filing of tax returns and in other phases of tax administration. 4. Avoid duplicative
taxation. Article II. Definitions. As used in this compact: 1. "State" means a state
of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory
or possession of the United States. 2. "Subdivision" means any governmental unit
or special district of a state. 3. "Taxpayer" means any corporation, partnership,
firm,...
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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,...
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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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10A-2A-1.49
Section 10A-2A-1.49 Notice requirements. (a) Unless stockholder approval is required
under Section 10A-2A-1.47(c), prompt notice of an action taken under Section
10A-2A-1.47 shall be given to each holder of valid and putative stock, regardless of whether
entitled to vote, as of (i) the date of such action by the board of directors, and (ii) the
date of the defective corporate action ratified, provided that notice shall not be required
to be given to holders of valid and putative stock whose identities or addresses for notice
cannot be determined from the records of the corporation. (b) The notice must contain (i)
either a copy of the action taken by the board of directors in accordance with Section
10A-2A-1.47(a) or (b) or the information required by Section 10A-2A-1.47(a)(1) through
(a)(4) or Section 10A-2A-1.47(b)(1) through (b)(3), as applicable, and (ii) a statement
that any claim that the ratification of the defective corporate action and any putative stock
issued as a result of...
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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...

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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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10A-2A-7.32
Section 10A-2A-7.32 Stockholder agreements. (a) An agreement among the stockholders
of a corporation that complies with this section is effective among the stockholders
and the corporation even though it is inconsistent with one or more other provisions of this
chapter in that it: (1) eliminates the board of directors or restricts the discretion or powers
of the board of directors; (2) governs the authorization or making of distributions, regardless
of whether they are in proportion to ownership of stock, subject to the limitations in Section
10A-2A-6.40; (3) establishes who shall be directors or officers of the corporation, or their
terms of office or manner of selection or removal; (4) governs, in general or in regard to
specific matters, the exercise or division of voting power by or between the stockholders
and directors or by or among any of them, including use of weighted voting rights or director
proxies; (5) establishes the terms and conditions of any agreement for the transfer...
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11-92A-12
Section 11-92A-12 Powers of authority. An authority shall have the following powers,
which it may exercise in any county within such authority's authorized operational area: (1)
To have succession by its corporate name until dissolved as provided in this chapter; (2)
To institute and defend legal proceedings in any court of competent jurisdiction and proper
venue; provided, however, that an authority may not be sued in any trial court other than
the courts of a county within the authorized operational area of the authority; provided,
further, that the officers, directors, agents, and employees of an authority may not be sued
for their actions in behalf of the authority except for actions that are known by such person
to be unlawful or are performed with reckless disregard for the lawfulness of such actions;
(3) To have and to use a corporate seal and to alter the seal at its pleasure; (4) To establish
a fiscal year; (5) To anticipate by the issuance of its bonds the receipt of any...
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