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5-7A-2
Section 5-7A-2 Proceedings to effect consolidation, merger or transfer. Before such consolidation,
merger or transfer shall become effective, the following proceedings must be had and done.
The board of directors of each bank affected must pass a resolution stating that such consolidation,
merger or transfer is desirable and order the officers of the bank to call a meeting of the
stockholders to consider the proposition. Upon the passage of such resolution by the directors,
the officers shall mail a notice of such meeting to each stockholder at his last known place
of residence, postage prepaid, at least 30 days before the date set for the meeting of stockholders,
which notice shall specify the date and place of the meeting and the purpose for which the
meeting is to be held. A copy of the resolution must also be forwarded to the superintendent
for his information, and he shall investigate the advisability of such consolidation, merger
or transfer. On the day of the meeting of the...
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16-51-4
Section 16-51-4 Board of trustees - Meetings. (a) The Board of Trustees of the University of
North Alabama shall hold its regular annual meeting each year at the university on the first
Monday in June, unless the board shall, in regular session, determine to hold its meetings
at some other time and place. The board may establish a schedule of meetings at such intervals
as it deems appropriate and may amend the schedule at any duly called meeting. Special meetings
of the board may be assembled by either one of the two methods outlined as follows: (1) Special
meetings of the board may be called by the Governor. In calling such special meetings the
Governor shall mail a written notice to each trustee at least 10 days in advance of the date
of such meetings. (2) Upon the application in writing of any three members of the board, the
Governor shall call a special meeting, naming the time and place thereof and causing notices
to be issued in writing to the several members of the board. Such...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-51-4.htm - 3K - Match Info - Similar pages
10A-2A-17.05
Section 10A-2A-17.05 Annual benefit report. (a) No less than annually, a benefit corporation
shall prepare a benefit report addressing the efforts of the corporation during the preceding
year to operate in a responsible and sustainable manner, to pursue any public benefit or benefits
identified in any public benefit provision, and to consider the interests described in Section
10A-2A-17.04(b). The annual benefit report must include: (1) the objectives that the board
of directors has established for the corporation to operate in a responsible and sustainable
manner, to pursue the public benefit or benefits identified in any public benefit provision,
and to consider the interests described in Section 10A-2A-17.04(b); (2) the standards the
board of directors has adopted to measure the corporation's progress in operating in a responsible
and sustainable manner, in pursuing the public benefit or benefits identified in any public
benefit provision, and in considering the interests described...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.05.htm - 3K - Match Info - Similar pages
10A-2A-6.30
Section 10A-2A-6.30 Stockholders' preemptive rights. (a) The stockholders of a corporation
do not have a preemptive right to acquire the corporation's unissued stock except to the extent
the certificate of incorporation so provides. (b) A statement included in the certificate
of incorporation that "the corporation elects to have preemptive rights" (or words
of similar effect) means that the following principles apply except to the extent the certificate
of incorporation expressly provides otherwise: (1) The stockholders of the corporation have
a preemptive right, granted on uniform terms and conditions prescribed by the board of directors
to provide a fair and reasonable opportunity to exercise the right, to acquire proportional
amounts of the corporation's unissued stock upon the decision of the board of directors to
issue them. (2) A preemptive right may be waived by a stockholder. A waiver evidenced by a
writing is irrevocable even though it is not supported by consideration. (3)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.30.htm - 3K - Match Info - Similar pages
10A-2A-7.04
Section 10A-2A-7.04 Action without meeting. (a) Unless otherwise provided in the certificate
of incorporation, any action required or permitted by this chapter to be taken at any meeting
of the stockholders may be taken without a meeting, and without prior notice, if one or more
consents in writing setting forth the action so taken are signed by the holders of outstanding
stock having not less than the minimum number of votes that would be required to authorize
or take the action at a meeting at which all shares of stock entitled to vote on the action
were present and voted; provided, however, that if a corporation's certificate of incorporation
authorizes stockholders to cumulate their votes when electing directors pursuant to Section
10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action
must be evidenced by one or more written consents describing the action taken, signed by the
stockholders approving the action and delivered to the corporation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.04.htm - 4K - Match Info - Similar pages
10A-3-2.02
Section 10A-3-2.02 Meetings of members, generally. (a) Meetings of members may be held at the
place, either within or without Alabama, as may be provided in the bylaws. In the absence
of any provision, all meetings shall be held at the registered office of the corporation in
Alabama. (b) An annual meeting of the members shall be held at the time as may be provided
in the bylaws. Failure to hold the annual meeting at the designated time shall not work a
forfeiture or dissolution of the corporation. (c) Special meetings of the members may be called
by the president or by the board of directors. Special meetings of the members may also be
called by other officers or persons or number or proportion of members as may be provided
in the governing documents. In the absence of a provision fixing the number or proportion
of members entitled to call a meeting, a special meeting of members may be called by members
having one-twentieth of the votes entitled to be cast at the meeting. (Acts 1984,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-2.02.htm - 1K - Match Info - Similar pages
11-54B-11
Section 11-54B-11 District management corporation limits, powers, and duties. (a) District
management corporations shall be incorporated under the Alabama Nonprofit Corporation Act
(Chapter 3A of Title 10) and shall exercise their powers in a manner consistent with such
act. (b) To qualify for designation by ordinance to manage a self-help business improvement
district, the articles of incorporation of a proposed district management corporation must
provide the following: (1) That the property, business, and affairs of the corporation shall
be managed by a board of directors. (2) The names and addresses of the initial members of
the board of directors. (3) That the initial members of the board shall be divided into three
groups which are as equal in number as is possible, that such groups will serve for initial
terms of one (1), two (2) and three (3) years respectively, and that all directors thereafter
elected by the board of directors shall serve for a term of three (3) years. (4)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54B-11.htm - 6K - Match Info - Similar pages
16-50-26
Section 16-50-26 Meetings. The first meeting of the Board of Trustees of Alabama State University
after all members have been appointed shall be upon the call of the president of the board.
The board shall hold regular meetings on the first Thursdays in May and November at the university
unless the board, in regular session, shall determine to hold its meetings at some other time
and place. The regular May meeting shall be the regular annual meeting at which the membership
of the board shall select a president and president pro tempore of the board from among its
members. Special meetings of the board may be assembled by either one of the two methods outlined
as follows: (1) Commencing with the first regular May meeting in 2020, special meetings of
the board may be called by the president of the board. In calling special meetings, the president
of the board shall mail a written notice to each trustee, naming the time and place thereof,
with terms as provided in the bylaws of the board,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-50-26.htm - 3K - Match Info - Similar pages
41-10-260
Section 41-10-260 Definitions. The following terms, wherever used in this article, shall have
the following respective meanings unless the context clearly indicates otherwise: (1) AUTHORITY.
The public corporation organized pursuant to the provisions of this article. (2) BOARD OF
DIRECTORS. The board of directors of the authority. (3) BONDS. When used with reference to
debt instruments issued by the authority, means bonds, notes and other forms of indebtedness.
(4) BUILDING COMMISSION. The Building Commission created by Act No. 128 adopted at the 1945
Regular Session of the Legislature of the state, and any successor agency thereto. (5) CHIEF
JUSTICE. The Chief Justice of the Supreme Court of the State of Alabama. (6) GOVERNMENT SECURITIES.
Any bonds or other obligations which as to principal and interest constitute direct obligations
of, or are unconditionally guaranteed by, the United States of America, including obligations
of any federal agency to the extent such obligations are...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-10-260.htm - 5K - Match Info - Similar pages
10A-2A-7.28
Section 10A-2A-7.28 Voting for directors; cumulative voting. (a) Unless otherwise provided
in the certificate of incorporation, directors are elected by a plurality of the votes cast
by the stock entitled to vote in the election at a meeting at which a quorum is present. (b)
Stockholders do not have a right to cumulate their votes for directors unless the certificate
of incorporation so provides. (c) A statement included in the certificate of incorporation
that "[all] [a designated voting group of] stockholders are entitled to cumulate their
votes for directors" (or words of similar import) means that the stockholders designated
are entitled to multiply the number of votes they are entitled to cast by the number of directors
for whom they are entitled to vote and cast the product for a single candidate or distribute
the product among two or more candidates. (d) Stock otherwise entitled to vote cumulatively
may not be voted cumulatively at a particular meeting unless: (1) the meeting...
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