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10A-2A-11.04
permitted by Section 10A-2A-10.05, its certificate of incorporation will not be changed; and
(3) each stockholder of the corporation whose stock was outstanding immediately before the
effective date of the merger or stock exchange will hold the same number of shares of stock,
with identical preferences, rights and limitations, immediately after the effective date of
the merger. (i) If as a result of a merger or stock exchange one or more stockholders of a
corporation will have new personal liability with respect to the surviving organization
or the acquiring entity, approval of the plan of merger or stock exchange will be ineffective
without the consent to the plan of merger or stock exchange of the stockholder who will have
new personal liability. A stockholder does not give consent required in this subsection
(i) merely by consenting to a provision in the certification of incorporation, the bylaws,
or an agreement of the stockholders, that allows for a plan of merger or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.04.htm - 11K - Match Info - Similar pages
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-2-7.32
to it. (e) An agreement authorized by this section that limits the discretion or powers of
the board of directors shall relieve the directors of, and impose upon the person or persons
in whom the discretion or powers are vested, liability for acts or omissions imposed by law
on directors to the extent that the discretion or powers of the directors are limited by the
agreement. (f) The existence or performance of an agreement authorized by this section shall
not be a ground for imposing personal liability on any shareholder for the acts or
debts of the corporation even if the agreement or its performance treats the corporation as
if it were a partnership or results in failure to observe the corporate formalities otherwise
applicable to the matters governed by the agreement. (g) Incorporators or subscribers for
shares may act as shareholders with respect to an agreement authorized by this section if
no shares have been issued when the agreement is made. (Acts 1994, No. 94-245, p....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.32.htm - 5K - Match Info - Similar pages
2-3A-7
Section 2-3A-7 Powers of authority; open meetings. (a) The authority 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 perpetuity, subject to the provisions of Section 2-3A-14) specified in its certificate
of incorporation; (2) To sue and be sued in its own name in civil suits and actions, and to
defend suits against it; (3) To adopt and make use of a corporate seal and to alter the same
at pleasure; (4) To adopt, alter and repeal bylaws, not inconsistent with the provisions of
this article, for the regulation and conduct of its affairs and business; (5) To loan its
funds to one or more persons to be used by such persons to pay the costs of agricultural operations,
such loans to be on such terms and conditions, and for such period of time, and secured or
evidenced by such mortgages, deeds of trust, notes, debentures,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/2-3A-7.htm - 6K - Match Info - Similar pages
4-3-47
perpetuity) specified in its certificate of incorporation; (2) To sue and be sued in its own
name in civil actions, excepting actions in tort against the authority; (3) To adopt and make
use of a corporate seal and to alter the same at pleasure; (4) To adopt and alter bylaws for
the regulation and conduct of its affairs and business; (5) To acquire, receive, take and
hold, whether by purchase, option to purchase, gift, lease, devise or otherwise, property
of every description, whether real, personal or mixed, whether in one or more counties
and whether within or without the corporate limits of any authorizing subdivision, and to
manage said property and to develop any property and to sell, exchange, lease or grant an
option to purchase any property (whether developed or undeveloped) owned, leased or controlled
by it; (6) To make, enter into, execute and perform such contracts, agreements, leases and
other instruments and to take such other action as may be necessary or convenient to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/4-3-47.htm - 16K - Match Info - Similar pages
11-54-171
the end purpose of which is the control, reduction, abatement, or prevention of air, noise,
water, or general environmental pollution, including, but not limited to the following: Any
air pollution control facility, noise abatement, or reduction facility, water management facility,
water purification facility, waste water collecting system, waste water treatment works, or
solid waste disposal facility. (16) PROJECT. a. Any land and any building or other improvement
thereon and all real and personal properties deemed necessary in connection therewith,
whether or not now in existence, which shall be suitable for use by the following or by any
combination of two or more of the following: 1. Any commercial enterprise engaged in the manufacturing,
processing, assembling, storing, warehousing, distributing, or selling of any products of
agriculture, mining, or industry. 2. Any enterprise for the purpose of research in connection
with: (i) Any of the foregoing. (ii) The development of new...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54-171.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
27-60-2
committees as its bylaws may provide for the carrying out of its functions. 4. Corporate records
of the commission. The commission shall maintain its corporate books and records in accordance
with the bylaws. 5. Qualified immunity, defense, and indemnification. a. The members, officers,
executive director, employees, and representatives of the commission shall be immune from
suit and liability, either personally or in their official capacity, for any claim for damage
to or loss of property or personal injury or other civil liability caused by
or arising out of any actual or alleged act, error, or omission that occurred, or that the
person against whom the claim is made had a reasonable basis for believing occurred within
the scope of commission employment, duties, or responsibilities. Nothing in this paragraph
shall be construed to protect any such person from suit or liability, or both, for any damage,
loss, injury, or liability caused by the intentional or willful and wanton...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-60-2.htm - 45K - Match Info - Similar pages
37-6-3
pledge, or otherwise dispose of or encumber electric transmission and distribution lines or
systems, electric generating plants, electric refrigeration plants, water lines, sanitary
sewer lines, water systems, and sanitary sewer systems, television reception equipment through
the use of television program decryption equipment and subscriber owned, leased, or rented
satellite dishes, lands, buildings, structures, dams, plants, and equipment and any and all
kinds and classes of real or personal property whatsoever, which shall be deemed necessary,
convenient or appropriate to accomplish the purpose for which the cooperative was organized
or in which it subsequently lawfully engages. Electric generating plants, transmission, and
distribution lines or systems as referred to in this section shall include any arrangement
or agreement for the purchase, exchange, or transmission of electric power, capacity or energy,
whether sole or as joint owner of all or any part in common with one...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-3.htm - 19K - Match Info - Similar pages
22-21-50
Section 22-21-50 Proceedings to establish. (a) Any one or more local governing bodies located
in the same or contiguous counties, within a zone determined by the State Board of Health
as a zone for public hospitals, may act to establish a hospital association, a body corporate
and politic. Before taking action to establish a hospital association, each local governing
body involved shall give notice of the time, place and purpose of a public hearing at which
all residents and taxpayers of the local political subdivision shall be given an opportunity
to be heard. Such notice by the local governing body shall be given by publishing or posting
a notice at least 10 days preceding the day on which the hearing is to be held. In determining
whether a hospital association shall be established, the need for additional hospital beds
in the areas affected shall be determined. After such a hearing, the local governing body
shall determine whether to establish a hospital association, and if it is...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-50.htm - 3K - Match Info - Similar pages
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