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10A-2A-6.01
Section 10A-2A-6.01 Authorized stock. (a) The certificate of incorporation must set forth any
classes of stock and series of stock within a class, and the number of shares of stock of
each class and series, that the corporation is authorized to issue. If more than one class
or series of stock is authorized, the certificate of incorporation must prescribe a distinguishing
designation for each class or series and, before the issuance of stock of a class or series,
describe the terms, including the preferences, rights, and limitations, of that class or series.
Except to the extent varied as permitted by this section, all shares of stock of a class or
series must have terms, including preferences, rights, and limitations, that are identical
with those of other shares of stock of the same class or series. (b) The certificate of incorporation
must authorize: (1) one or more classes or series of stock that together have full voting
rights, and (2) one or more classes or series of stock (which...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.01.htm - 3K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
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,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.45.htm - 3K - Match Info - Similar pages
10A-2-6.01
Section 10A-2-6.01 Authorized shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The articles of incorporation
must prescribe the classes of shares and the number of shares of each class that the corporation
is authorized to issue. If more than one class of shares is authorized, the articles of incorporation
must prescribe a distinguishing designation for each class, and, prior to the issuance of
shares of a class, the preferences, limitations, and relative rights of that class must be
described in the articles of incorporation. All shares of a class must have preferences, limitations,
and relative rights identical with those of other shares of the same class except to the extent
otherwise permitted by Section 10A-2-6.02. (b) The articles of incorporation must authorize
(1) one or more classes of shares that together have unlimited voting rights, and (2) one
or more classes of shares, which may be the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.01.htm - 2K - Match Info - Similar pages
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-1.48
Section 10A-2A-1.48 Action on ratification. (a) The quorum and voting requirements applicable
to a ratifying action by the board of directors under Section 10A-2A-1.47(a) shall be the
quorum and voting requirements applicable to the corporate action proposed to be ratified
at the time such ratifying action is taken. (b) If the ratification of the defective corporate
action requires approval by the stockholders under Section 10A-2A-1.47(c), and if the approval
is to be given at a meeting, the corporation shall notify each holder of valid and putative
stock, regardless of whether entitled to vote, as of the record date for notice of the meeting
and as of the date of the occurrence of defective corporate action, provided that notice shall
not be required to be given to holders of valid or putative stock whose identities or addresses
for notice cannot be determined from the records of the corporation. The notice must state
that the purpose, or one of the purposes, of the meeting, is to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.48.htm - 3K - Match Info - Similar pages
2-10-62
Section 2-10-62 Certificate of membership; stock of association; member's liability for association's
debts. When a member of an association established without capital stock has paid his membership
fee in full, he shall receive a certificate of membership. No association shall issue stock
to a member until it has been fully paid for. The promissory notes of the members may be accepted
by the association as full or partial payment. The association shall hold the stock as security
for the payment of the note, but such retention as security shall not affect the member's
right to vote. Except for debts lawfully contracted between him and the association, no member
shall be liable for the debts of the association to an amount exceeding the sum remaining
unpaid on his membership fee or his subscription to the capital stock, including any unpaid
balance or any promissory notes given in payment thereof. No stockholder of a cooperative
association shall own more than 20 percent of the common...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/2-10-62.htm - 2K - Match Info - Similar pages
10A-2A-7.32
or omissions imposed by law on directors to the extent that the discretion or powers of the
directors are limited by the agreement. An agreement authorized by this section that eliminates
the board of directors shall impose on the person or persons in whom the discretion or powers
of the directors are vested the liability for acts or omissions as are imposed by law on directors.
(f) The existence or performance of an agreement authorized by this section shall not be a
ground for imposing personal liability on any stockholder 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 stock may act
as stockholders with respect to an agreement authorized by this section if no stock has been
issued when the agreement is made. (h) Limits, if any, on the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.32.htm - 5K - Match Info - Similar pages
10A-2A-1.20
Section 10A-2A-1.20 Requirements for filing instruments; extrinsic facts. (a) Whenever any
filing instrument is to be filed with the Secretary of State or in accordance with this chapter,
such instrument shall be executed as follows: (1) Except as provided in subsection (a)(3),
the certificate of incorporation, and any other instrument to be filed before the election
of the initial board of directors if the initial directors were not named in the certificate
of incorporation, shall be signed by the incorporator or incorporators or the successors and
assigns of the incorporator or incorporators. If any incorporator is not available then any
other instrument may be signed, with the same effect as if the incorporator had signed it,
by any person for whom or on whose behalf the incorporator, in executing the certificate of
incorporation, was acting directly or indirectly as employee or agent, provided that the other
instrument shall state that the incorporator is not available and the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.20.htm - 5K - Match Info - Similar pages
11-62-8
any authority may enter into contracts with the holders of any of its bonds or notes preventing
such authority from thereafter issuing general obligation bonds or notes or limiting the amount
of such bonds or notes that may thereafter be issued. To the extent permitted by any contracts
with the holders of outstanding bonds and notes and any other contractual obligations or requirements,
any authority may pledge any of its revenues or mortgage or assign any of its assets, whether
real or personal and whether tangible or intangible, to secure the payment of any of
its bonds or notes. (d) All obligations created or assumed by any authority and all bonds
or notes issued thereby shall be solely and exclusively an obligation of such authority and
shall not create an obligation or debt of the state, the determining municipality or any other
political subdivision of the state or public corporation or governmental agency existing under
the laws thereof; provided, that the provisions of this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-62-8.htm - 12K - Match Info - Similar pages
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