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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03,
as used in this chapter, unless otherwise specified or unless the context otherwise requires,
the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all
classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL
STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record
stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any
other documents permitted or required to be delivered for filing by a corporation with the
Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate,
or replace the certificate of incorporation. After an amendment of the certificate...
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10A-2A-14.03
Section 10A-2A-14.03 Certificate of dissolution. (a) At any time after dissolution is
authorized, the corporation may dissolve by delivering to the Secretary of State for filing
a certificate of dissolution setting forth: (1) the name of the corporation; (2) the date
that dissolution was authorized; (3) if dissolution was approved by the stockholders, a statement
that the proposal to dissolve was duly approved by the stockholders in the manner required
by this chapter and by the certificate of incorporation; and (4) the unique identifying number
or other designation as assigned by the Secretary of State. (b) The certificate of dissolution
shall take effect at the effective date determined in accordance with Article 4 of Chapter
1. A corporation is dissolved upon the effective date of its certificate of dissolution. (c)
For purposes of this Division A of this Article 14, "dissolved corporation" means
a corporation whose certificate of dissolution has become effective and includes a...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of
an entity may be accomplished as provided in this section: (1) CORPORATIONS. a. The
terms and conditions of a plan of conversion of a corporation, other than a nonprofit corporation,
must be approved in accordance with the procedures and by the stockholder vote required by
Article 9 of Chapter 2A. If the governing documents provide for approval of a conversion by
less than all of a corporation's stockholders, approval of the conversion shall constitute
corporate action subject to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion
of a corporation to 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 converted
entity, notwithstanding any provision in the governing documents of the converting corporation
providing for less than unanimous stockholder approval for the conversion. b. The...
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22-23-31
Section 22-23-31 Definitions. When used in this article and except where the context
prohibits, the following words and terms shall have the following meanings: (1) FEDERAL ACT.
The Federal Safe Drinking Water Act, being Public Law 93-523. (2) ADMINISTRATOR. The Administrator
of the United States Environmental Protection Agency. (3) NATIONAL PRIMARY DRINKING WATER
REGULATIONS. Primary drinking water regulations promulgated by the administrator pursuant
to the federal act. (4) FEDERAL AGENCY. Any department, agency or instrumentality of the government
of the United States, the regulation of which has been delegated to the State of Alabama pursuant
to the federal act. (5) BOARD. The Alabama Department of Environmental Management. (6) HEALTH
OFFICER. The Director of the Alabama Department of Environmental Management. (7) LOCAL GOVERNMENTAL
UNIT. Any community, town, city, county, board, authority, nonprofit corporation or other
unit of government created by the Legislature. (8) PERSON....
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27-60-2
Section 27-60-2 Interstate Insurance Product Regulation Compact. The State of Alabama
hereby agrees to the following interstate compact known as the Interstate Insurance Product
Regulation Compact: ARTICLE I. PURPOSES. The purposes of this compact are, through means of
joint and cooperative action among the compacting states: 1. To promote and protect the interest
of consumers of individual and group annuity, life insurance, disability income, and long-term
care insurance products; 2. To develop uniform standards for insurance products covered under
the compact; 3. To establish a central clearinghouse to receive and provide prompt review
of insurance products covered under the compact and, in certain cases, advertisements related
thereto, submitted by insurers authorized to do business in one or more compacting states;
4. To give appropriate regulatory approval to those product filings and advertisements satisfying
the applicable uniform standard; 5. To improve coordination of...
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22-19-161
Section 22-19-161 Definitions. In this article: (1) "Adult" means an individual
who is at least 18 years of age. (2) "Agent" means an individual: (A) authorized
to make health care decisions on the principal's behalf by a power of attorney for health
care; or (B) expressly authorized to make an anatomical gift on the principal's behalf by
any other record signed by the principal. (3) "Anatomical gift" means a donation
of all or part of a human body to take effect after the donor's death for the purpose of transplantation,
therapy, research, or education. (4) "Coroner" means an elected or appointed official
who determines, with the assistance of other forensic scientists and investigators, the cause,
manner, and circumstances surrounding death. (5) "Decedent" means a deceased individual
whose body or part is or may be the source of an anatomical gift. The term includes a stillborn
infant and, subject to restrictions imposed by law other than this article, a fetus. (6) "Disinterested...
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27-1-17
Section 27-1-17 Limitation periods for payment of claims; overdue claims; retroactive
denials, adjustments, etc.; penalties. (a) Each insurer, health service corporation, and health
benefit plan that issues or renews any policy of accident or health insurance providing benefits
for medical or hospital expenses for its insured persons shall pay for services rendered by
Alabama health care providers within 45 calendar days upon receipt of a clean written claim
or 30 calendar days upon receipt of a clean electronic claim. If the insurer, health service
corporation, or health benefit plan is denying or pending the claim, the insurer, health service
corporation, or health benefit plan shall, within 45 calendar days for a written claim and
30 calendar days for an electronic claim, notify the health care provider or certificate holder
of the reason for denying or pending the claim and what, if any, additional information is
required to process the claim. Any undisputed portion of the claim...
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10A-2A-11.02
Section 10A-2A-11.02 Merger. (a) A corporation may merge with one or more other constituent
organizations pursuant to this article, and a plan of merger, if: (1) the governing statute
of each of the other organizations authorizes the merger; (2) the merger is not prohibited
by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of
the other organizations complies with its governing statute in effecting the merger. (b) A
plan of merger must be in writing and must include: (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...
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16-18B-6
Section 16-18B-6 Powers of authority. The corporation shall have the following powers:
(1) To have succession by its corporate name without time limit; (2) To sue and be sued and
to prosecute and defend, at law or in equity, in any court having jurisdiction of the subject
matter and of the parties; (3) To have and to use a corporate seal and to alter the same at
pleasure; (4) To acquire, provide, construct, improve, renovate, equip, and maintain, or transfer
to public institutions in the state, forensic sciences laboratories and educational facilities
for the provision of instruction and research in the field of forensic sciences; (5) To receive,
take and hold by sale, gift, lease, devise or otherwise, real and personal estate of every
description, and to manage the same; (6) To acquire by purchase, gift, or the exercise of
the power of eminent domain, or any other lawful means, and to transfer, convey or cause to
be conveyed to the state, any real, personal or mixed property necessary...
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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...
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