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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 REPEALED IN THE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...
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10A-2A-11.07
Section 10A-2A-11.07 Effect of merger or stock exchange. (a) When a merger becomes effective:
(1) the surviving organization continues or, in the case of a surviving organization created
pursuant to the merger, comes into existence; (2) each constituent organization that merges
into the surviving organization ceases to exist as a separate entity; (3) except as provided
in the plan of merger, all property owned by, and every contract right possessed by, each
constituent organization that ceases to exist vests in the surviving organization without
transfer, reversion, or impairment and the title to any property and contract rights vested
by deed or otherwise in the surviving organization shall not revert, be in any way impaired,
or be deemed to be a transfer by reason of the merger; (4) all debts, obligations, and other
liabilities of each constituent organization, other than the surviving organization, are debts,
obligations, and liabilities of the surviving organization, and neither...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.07.htm - 5K - Match Info - Similar pages
45-49A-64.01
Section 45-49A-64.01 Definitions. The following words and phrases used in this part, and others
evidently intended as the equivalent thereof, in the absence of clear implication herein otherwise,
shall be given the following respective interpretations herein. (1) APPLICANT. A natural person
who files a written application with the governing body of any municipality to which this
part applies all in accordance with Section 45-49A-64.03. (2) AUTHORITY. A public corporation
organized pursuant to this part. (3) AUTHORIZING MUNICIPALITY. Any municipality the governing
body of which shall have adopted an authorizing resolution. (4) AUTHORIZING RESOLUTION. A
resolution, adopted by the governing body of any municipality to which this part applies all
in accordance with Section 45-49A-64.03, that authorizes the incorporation of an authority.
(5) BOARD. The board of directors of an authority. (6) BONDS. Includes bonds, notes, and certificates
representing an obligation to pay money. (7) CHIEF...
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11-49B-3
Section 11-49B-3 Filing of application; authorization of incorporation by governing body of
authorizing county. (a) A public corporation may be organized pursuant to this chapter in
any Class 1 municipality. Not less than three natural persons may incorporate a public corporation
by filing a written application with the governing body of the county and with the governing
body of the Class 1 municipality, which application shall: (1) Contain a statement that the
authority proposes to render public transportation service in the Class 1 municipality and
surrounding counties. (2) State the proposed location of the principal office of the authority,
which shall be within the county in which the application is filed. (3) State that each of
the applicants is a duly qualified elector of the county where the application is filed. (4)
Request that the governing body adopt a resolution declaring that it is wise, expedient, and
necessary that the proposed authority be formed and authorizing the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-49B-3.htm - 2K - Match Info - Similar pages
27-31B-8
Section 27-31B-8 Formation of captive insurance companies in this state. (a) A pure captive
insurance company or a protected cell captive insurance company shall be formed as a stock
or mutual insurer, or as a nonprofit or limited liability company with its capital divided
into units and held by the stockholders, members, or other equivalent as allowed by law. (b)
An association captive insurance company, an industrial insured captive insurance company,
or a risk retention group may be formed in any of the following ways: (1) Organized as a stock
insurer with its capital divided into share units and held by the stockholders, members, or
other equivalent as allowed by law. (2) Organized as a mutual insurer without capital stock,
the governing body of which is elected by the member organizations of its association. (3)
Organized as a reciprocal insurer in accordance with Chapter 31 of this title. (4) Organized
as a manager-managed limited liability company. (c) A captive insurance...
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37-7-1
Section 37-7-1 Definitions. The following terms, whenever used or referred to in this chapter,
shall have the following meanings, unless a different meaning clearly appears from the context:
(1) CORPORATION. A corporation formed under this chapter. (2) MUNICIPALITY. Any county, city
or town of this state. (3) PERSON or INHABITANT. Such term includes natural persons, firms,
associations, corporations, business trusts, partnerships and bodies politic. (4) ENERGY.
Such term includes any and all electric energy no matter how generated or produced. (5) SYSTEM.
Such term includes any plant, works, system, facilities or properties, together with all parts
thereof and appurtenances thereto, used or useful in the generation, production, transmission
or distribution of energy. (6) BONDS. Such term includes negotiable bonds, interim certificates
or receipts, notes, debentures and all other evidences of indebtedness either issued or the
payment thereof assumed by a corporation. (7) LAW. Any act or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-7-1.htm - 2K - Match Info - Similar pages
11-50A-6
Section 11-50A-6 Board of directors; election committee; meetings; officers; compensation;
recordkeeping. (a) The board of directors of the authority shall be elected by the duly designated
representatives of the municipalities which are authorized and directed to designate a member
of the election committee as hereinafter provided in this section. Until the first meeting
of the board of directors following the meeting in 2015 of the election committee hereinafter
provided for, the board of directors shall consist of nine members; thereafter, the board
shall consist of the number of members equal to the number of municipalities contracting with
the authority for the purchase of electric power and energy pursuant to Section 11-50A-17,
which are authorized and directed to designate a member of the election committee. Members
of the board of directors shall be eligible to succeed themselves. The business, affairs,
and property of the authority shall be managed by its board of directors....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50A-6.htm - 18K - Match Info - Similar pages
37-6-18
Section 37-6-18 Dissolution. (a) A cooperative which has not commenced business may dissolve
voluntarily by delivering to the Secretary of State articles of dissolution, executed and
acknowledged on behalf of the cooperative by a majority of the incorporators, which shall
state: (1) The name of the cooperative; (2) The address of its principal office; (3) The date
of its incorporation; (4) That the cooperative has not commenced business; (5) That the amount,
if any, actually paid in on account of membership fees, less any part thereof disbursed for
necessary expenses, has been returned to those entitled thereto and that all easements shall
have been released to the grantors; (6) That no debt of the cooperative remains unpaid; and
(7) That a majority of the incorporators elect that the cooperative be dissolved. Such articles
of dissolution shall be submitted to the Secretary of State for filing as provided in this
chapter. (b) A cooperative which has commenced business may dissolve...
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11-89-3
Section 11-89-3 Filing of application for incorporation of district; adoption of resolutions
approving or denying application, etc., by governing bodies. (a) In order to incorporate a
district under this chapter, any number of natural persons, not less than three, shall first
file an identical written application with the governing body of each county and municipality
located in whole or in part within the boundaries of the area or areas to be served by the
proposed district, or, if the district is to be a supply district, with the governing body
of each county, municipality, and public corporation to be served by the proposed district.
Such application shall contain: (1) A statement that the district proposes to render water
service, sewer service, and fire protection service or any one or more thereof; (2)(i) A concise
legal description of the area or areas in which the district proposes to render water service,
sewer service, and fire protection service or any thereof, a designation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-89-3.htm - 4K - Match Info - Similar pages
4-3-5
Section 4-3-5 Board of directors of authority. Each authority shall be governed by a board
of directors of three or more members, selected as provided herein. If the sole authorizing
subdivision is a county, the governing body of said county shall elect all members, the number
of such members to be set out in the certificate of incorporation of said authority. In all
other cases, one member shall be elected by the governing body of each authorizing subdivision,
one member shall be elected by the governing body of the county in which is located the principal
office of the authority specified in the certificate of incorporation, if such county is not
an authorizing subdivision, and one additional member shall be agreed to and elected by the
governing bodies of all the authorizing subdivisions and the governing body of said county
in which is located the principal office of the authority specified in the certificate of
incorporation. Each member elected by the governing body of one of the...
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