7-8-210
Section 7-8-210 Overissue. (a) In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue. (b) Except as otherwise provided in subsections (c) and (d), the provisions of this article which validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue. (c) If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds. (d) If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with...
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10A-2A-17.04
Section 10A-2A-17.04 Duties of directors. (a) Each member of the board of directors of a benefit corporation, when discharging the duties of a director, shall act: (i) in a responsible and sustainable manner, and (ii) in a manner that pursues the public benefit or benefits identified in any public benefit provision. (b) In fulfilling the duties under subsection (a), a director shall consider, to the extent affected, in addition to the interests of stockholders generally, the separate interests of stakeholders known to be affected by the business of the corporation including: (1) the employees and work forces of the corporation, its subsidiaries, and its suppliers; (2) customers; (3) communities or society, including those of each community in which offices or facilities of the corporation, its subsidiaries, or its suppliers are located; and (4) the local and global environment. (c) A director of a benefit corporation shall not, by virtue of the duties imposed by subsections (a) and...
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10A-2A-6.27
Section 10A-2A-6.27 Restriction on transfer of stock. (a) The certificate of incorporation, the bylaws, an agreement among stockholders, or an agreement between stockholders and the corporation may impose restrictions on the transfer or registration of transfer of stock of the corporation. A restriction does not affect stock issued before the restriction was adopted unless the holders of the stock are parties to the restriction agreement or voted in favor of the restriction. (b) A restriction on the transfer or registration of transfer of stock is valid and enforceable against the corporation, the holder, or a transferee of the holder if the restriction is authorized by this section and as provided in Section 10A-1-3.42, and its existence is noted conspicuously on the front or back of the certificate or is contained in the information required by Section 10A-1-3.45. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction. (c)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.27.htm - 2K - Match Info - Similar pages
37-7-19
Section 37-7-19 Dissolution. Any corporation created under this chapter may be dissolved by filing in the Office of the Secretary of State a certificate which shall be entitled and endorsed "CERTIFICATE OF DISSOLUTION of _____" (the blank space being filled in with the name of the corporation) and shall state: The name of the corporation and, if such corporation is a corporation resulting from a consolidation as provided in this chapter, the names of the original corporation; the date of filing of the certificate of incorporation in the Office of the Secretary of State and, if such corporation is a corporation resulting from a consolidation as provided in this chapter, the dates on which the certificates of incorporation of the original corporations were filed in the Office of the Secretary of State; the fact that the corporation elects to dissolve; the name and post office address of each of its directors and the name, title and post office address of each of its officers. Such...
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41-10-136
Section 41-10-136 Definitions. The following words and phrases used in this article and others evidently intended as the equivalent thereof shall, in the absence of clear implication in this article otherwise, be given the following respective interpretations: (1) APPLICANT. A natural person who files a written application with the Governor in accordance with the provisions of Section 41-10-138. (2) AREA OF OPERATION. The area specified in the certificate of incorporation of an authority, within which the authority is empowered to carry on its business and activities under this article. (3) AUTHORITY. A public corporation organized pursuant to the provisions of this article. (4) BOARD. The board of directors of an authority. (5) BONDS. Includes bonds, notes, debentures and certificates representing an obligation to pay money. (6) COMMISSION. The Alabama Historical Commission, an agency of the state established under Section 41-9-240. (7) COUNTY. Any county in this state. (8) DIRECTOR....
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10A-2A-14.04
Section 10A-2A-14.04 Revocation of dissolution; reinstatement. (a) A corporation may revoke its dissolution within 120 days after its effective date and be reinstated. (b) Revocation of dissolution and reinstatement shall be authorized in the same manner as the dissolution was authorized unless that authorization permitted revocation and reinstatement by action of the board of directors alone, in which event the board of directors may revoke the dissolution and effect the reinstatement without stockholder action. (c) After the revocation of dissolution and reinstatement is authorized, the corporation may revoke the dissolution and effect the reinstatement by delivering to the Secretary of State for filing a certificate of revocation of dissolution and reinstatement, together with a copy of its certificate of dissolution, that sets forth: (1) the name of the corporation; (2) the effective date of the dissolution that was revoked; (3) the date that the revocation of dissolution and...
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11-86A-12
Section 11-86A-12 Powers of authority generally. An authority shall have the following powers: (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 court other than the courts of the county of incorporation; provided, further, that the officers, directors, agents, and employees of an authority may not be sued for their actions on behalf of the authority except for actions that are known by a person to be unlawful or are performed with reckless disregard for the lawfulness of the 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 revenues that may be appropriated by or to the authority and to pledge the proceeds of the appropriations as security for the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-86A-12.htm - 5K - Match Info - Similar pages
27-27-42
Section 27-27-42 Deficiencies in stock insurer's capital or assets of mutual insurers - Curing of deficiency. Any insurer receiving the commissioner's notice mentioned in Section 27-27-41: (1) If a stock insurer and if its articles of incorporation and laws of this state so permit, by resolution of its board of directors and subject to any limitations upon assessment contained in its articles of incorporation, may assess its stockholders for amounts necessary to cure the deficiency and provide the insurer with a reasonable amount of surplus in addition. If any stockholder fails to pay a lawful assessment after notice given to him in person or by advertisement in such time and manner as approved by the commissioner, the insurer may require the return of the original certificate of stock held by the stockholder and, in cancellation and in lieu thereof, issue a new certificate for such number of shares as the stockholder may then be entitled to, upon the basis of the stockholder's...
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32-7-11
Section 32-7-11 Custody, disposition and return of security. Security deposited in compliance with the requirements of this chapter shall be placed by the director in the custody of the State Treasurer and shall be applicable only to the payment of a judgment or judgments rendered against the person or persons on whose behalf the deposit was made, for damages arising out of the accident in question in an action at law, begun not later than the period of time provided in Section 6-2-38(l), with regard to actions for injury to the person or rights of another not arising from contract, or any successor statute of limitations, for general negligence, following the date of such accident or within the period of time following the date of deposit of any security under subdivision (3) of Section 32-7-8, or to the payment in settlement agreed to by the depositor of a claim or claims arising out of such accident. Such deposit or any balance thereof shall be returned to the depositor or his or...
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32-7-21
Section 32-7-21 Certificate furnished by nonresident as proof. (a) The nonresident owner of a motor vehicle not registered in this state may give proof of financial responsibility by filing with the director a written certificate or certificates of an insurance carrier authorized to transact business in the state in which the motor vehicle or motor vehicles described in such certificate is registered, or if such nonresident does not own a motor vehicle, then in the state in which the insured resides, provided such certificate otherwise conforms to the provisions of this chapter, and the director shall accept the same upon condition that said insurance carrier complies with the following provisions with respect to the policies so certified: (1) The insurance carrier shall execute a power of attorney authorizing the director to accept service on its behalf of notice or process in any action arising out of a motor vehicle accident in this state; and (2) The insurance carrier shall agree...
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