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10A-2A-16.02
Section 10A-2A-16.02 Inspection rights of stockholders. (a) A stockholder of a corporation
is entitled to inspect and copy, during regular business hours at the corporation's principal
office, any of the records of the corporation described in Section 10A-2A-16.01(a), excluding
minutes of meetings of, and records of actions taken without a meeting by, the corporation's
board of directors and board committees established under Section 10A-2A-8.25, if the stockholder
gives the corporation a signed written notice of the stockholder's demand at least five business
days before the date on which the stockholder wishes to inspect and copy. (b) A stockholder
of a corporation is entitled to inspect and copy, during regular business hours at a reasonable
location specified by the corporation, any of the following records of the corporation if
the stockholder meets the requirements of subsection (c) and gives the corporation a signed
written notice of the stockholder's demand at least five...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-16.02.htm - 6K - Match Info - Similar pages
10A-2A-14.02
Section 10A-2A-14.02 Dissolution by board of directors and stockholders. (a) The board of directors
may propose dissolution for submission to the stockholders by first adopting a resolution
authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it shall then be
approved by the stockholders. In submitting the proposal to dissolve to the stockholders for
approval, the board of directors shall recommend that the stockholders approve the dissolution,
unless (i) the board of directors determines that because of conflict of interest or other
special circumstances it should make no recommendation or (ii) Section 10A-2A-8.26 applies.
If either (i) or (ii) applies, the board of directors shall inform the stockholders of the
basis for its so proceeding. (c) The board of directors may set conditions for the approval
of the proposal for dissolution by stockholders or the effectiveness of the dissolution. (d)
If the approval of the stockholders is to be given at a meeting, the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.02.htm - 2K - Match Info - Similar pages
27-28-2
Section 27-28-2 Plan for exchange of stock, etc., between domestic stock insurer and holding
company - Procedure for exchange. A plan of exchange shall be adopted and become effective
in the following manner: (1) APPROVAL OF THE BOARDS OF DIRECTORS. - The boards of directors
of each corporate party to the plan of exchange by resolution shall adopt the plan of exchange
which shall set forth the terms and conditions of the exchange and the mode of carrying the
same into effect and such other provisions with respect to the exchange as may be deemed necessary
or desirable. (2) APPROVAL OF COMMISSIONER. - Every plan of exchange, before being submitted
to vote of the stockholders pursuant to subdivision (3) of this section, shall be submitted
for approval to the commissioner in accordance with the following procedure: a. After the
approval required by subdivision (1) of this section is obtained, the domestic company shall
submit to the commissioner three copies of the plan of exchange and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-28-2.htm - 13K - Match Info - Similar pages
10A-2A-9.12
Section 10A-2A-9.12 Action on a plan of conversion. In the case of a conversion of a corporation
the plan of conversion shall be adopted in the following manner: (a) The plan of conversion
shall first be adopted by the board of directors. (b) The plan of conversion shall then be
approved by the stockholders. In submitting the plan of conversion to the stockholders for
their approval, the board of directors must recommend that the stockholders approve the plan,
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 10A-2A-8.26
applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders
of the basis for its so proceeding. (c) The board of directors may set conditions for approval
of the plan of conversion by the stockholders or the effectiveness of the plan of conversion.
(d) If the approval of the stockholders is to be given at a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.12.htm - 2K - Match Info - Similar pages
5-17-22
Section 5-17-22 Merger and conversion procedures. Any credit union, with the approval of the
Administrator of the Alabama Credit Union Administration, may merge with another credit union,
under the existing certificate of organization of the other credit union, pursuant to any
plan agreed upon by the majority of each board of directors of each credit union joining in
the merger. In addition to approval by the administrator and each board of directors, the
membership of the merging credit union must also approve the merger plan in the following
manner: (1) At a meeting called for that purpose, notice of which purpose must be contained
in the call, two-thirds of those voting may vote to approve the merger plan. Voting must be
conducted in accordance with the bylaws of the credit union. The notice must be provided to
the members at least 45 calendar days, but no more than 90 calendar days, prior to the date
of the meeting. (2) After agreement by the directors and approval by the members...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-17-22.htm - 5K - Match Info - Similar pages
10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting a plan of
merger or share exchange, the board of directors of each corporation party to the merger,
and the board of directors of the corporation whose shares will be acquired in the share exchange,
shall submit the plan of merger, except as provided in subsection (g), or share exchange for
approval by its shareholders. (b) For a plan of merger or share exchange to be approved: (1)
The board of directors must recommend the plan of merger or share exchange to the shareholders,
unless the board of directors determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates the basis for its determination
to the shareholders with the plan; and (2) The shareholders entitled to vote must approve
the plan. (c) Subject to the corporation's articles of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.03.htm - 5K - Match Info - Similar pages
10A-2A-1.41
Section 10A-2A-1.41 Notice and other communications. (a) A notice under this chapter must be
in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed
between the sender and the recipient, words in a notice or other communication under this
chapter must be in English. (b) A notice or other communication may be given by any method
of delivery, except that electronic transmissions must be in accordance with this section.
If the methods of delivery are impracticable, a notice or other communication may be given
by means of a broad non-exclusionary distribution to the public (which may include a newspaper
of general circulation in the area where published; radio, television, or other form of public
broadcast communication; or other methods of distribution that the corporation has previously
identified to its stockholders). (c) A notice or other communication to a corporation or to
a foreign corporation registered to do business in this state may be delivered...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.41.htm - 6K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.32.htm - 5K - Match Info - Similar pages
36-25A-9
Section 36-25A-9 Enforcement; hearings; penalties and remedies. (a) This chapter is designed
and intended to hold members of governmental bodies, and the bodies themselves, accountable
to the public for violations of this chapter. Therefore, enforcement of this chapter, except
a violation of Section 26-25A-3(a)(1), may be sought by civil action brought in the county
where the governmental body's primary office is located by any media organization, any Alabama
citizen impacted by the alleged violation to an extent which is greater than the impact on
the pubic at large, the Attorney General, or the district attorney for the circuit in which
the governmental body is located; provided, however, that no member of a governmental body
may serve as a plaintiff in an action brought against another member of the same governmental
body for an alleged violation of this chapter. The complaint shall be verified, shall state
specifically the applicable ground or grounds for the complaint as set out...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/36-25A-9.htm - 7K - Match Info - Similar pages
10A-2-12.02
Section 10A-2-12.02 Sale of assets other than in regular course of business. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as
the same may be amended from time to time, a corporation may sell, lease, exchange, or otherwise
dispose of all, or substantially all, of its property, with or without the good will, otherwise
than in the usual and regular course of business on the terms and conditions and for the consideration
determined by the corporation's board of directors, if the board of directors proposes and
its shareholders approve the proposed transaction. (b) For a transaction to be authorized:
(1) The board of directors must recommend the proposed transaction to the shareholders unless
the board of directors determines that because of a conflict of interest or other special
circumstances it should make no recommendation and communicates...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-12.02.htm - 3K - Match Info - Similar pages
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