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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...
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26-1A-211
Section 26-1A-211 Estates, trusts, and other beneficial interests. (a) In this section, "estates,
trusts, and other beneficial interests" means a trust, probate estate, guardianship,
conservatorship, escrow, or custodianship or a fund from which the principal is, may become,
or claims to be, entitled to a share or payment. (b) Unless the power of attorney otherwise
provides, language in a power of attorney granting general authority with respect to estates,
trusts, and other beneficial interests authorizes the agent to: (1) accept, receive, receipt
for, sell, assign, pledge, or exchange a share in or payment from the fund; (2) demand or
obtain money or another thing of value to which the principal is, may become, or claims to
be, entitled by reason of the fund, by litigation or otherwise; (3) exercise for the benefit
of the principal a presently exercisable general power of appointment held by the principal;
(4) initiate, participate in, submit to alternative dispute resolution,...
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45-28A-42.53
Section 45-28A-42.53 Secretary-treasurer; custodial care of the retirement fund. (a) The board
of trustees, if it so elects, and with the approval of the governing body of the city, shall
have the power and authority to appoint a secretary-treasurer of the board who shall serve
at the pleasure of the board and who shall receive a compensation for his or her services
the sum of seventy-five dollars ($75) per month or such other amount of compensation as the
board of trustees shall provide by majority vote and shall be approved by the governing body
of the city, to be paid on the first day of each month by warrant drawn in like manner as
other warrants on such fund. The secretary-treasurer of the board of trustees is hereby made,
and it shall be his or her duty to be the custodian of all monies belonging to the policemen's
and firemen's retirement fund, and all monies belonging to such fund, and all money or other
property belonging to such fund, and all money or other property belonging...
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45-39-40.21
Section 45-39-40.21 Barbers commission. (a) There is hereby created a barbers commission for
the county to which his article applies. The Governor shall appoint three persons, each of
whom immediately prior to the date of his or her appointment has been a resident of the county
for three years, and who has had at least five years' experience as a barber, one member to
be appointed for a term of one year, one member to be appointed for a term of two years, and
one member to be appointed for a term of three years. Thereafter, the term of any member appointed
and qualified to succeed the members of any such barbers commission first appointed shall
be for three years and until his or her successors shall have been appointed and qualified.
(b) Members to fill vacancies shall be appointed or selected in the manner following: The
commission, 60 days prior to the expiration of the term of any commissioner or the chair of
the commission, shall give notice in writing to the licensed barbers of...
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10A-2A-13.01
Section 10A-2A-13.01 Definitions. Notwithstanding Chapter 1, in this Article 13: (1) "Affiliate"
means a person that directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with another person or is a senior executive of
that person. For purposes of Section 10A-2A-13.02(b)(4), a person is deemed to be an affiliate
of its senior executives. (2) "Corporation" means the corporation that is the issuer
of the stock held by a stockholder demanding appraisal and, for matters covered in Section
10A-2A-13.22 through Section 10A-2A-13.31, includes the surviving organization of a merger.
(3) "Fair value" means the value of the corporation's stock determined: (i) immediately
before the effectiveness of the corporate action to which the stockholder objects; (ii) using
customary and current valuation concepts and techniques generally employed for similar businesses
in the context of the transaction requiring appraisal; and (iii) without...
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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...
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10A-2A-7.29
Section 10A-2A-7.29 Inspectors of election. (a) The corporation shall, in advance of any meeting
of stockholders, appoint one or more inspectors to act at the meeting and make a written report
thereof. The corporation may designate one or more persons as alternate inspectors to replace
any inspector who fails to act. If no inspector or alternate is able to act at a meeting of
stockholders, the person presiding at the meeting shall appoint one or more inspectors to
act at the meeting. Each inspector, before entering upon the discharge of the duties of inspector,
shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality
and according to the best of the inspector's ability. (b) The inspectors shall: (1) Ascertain
the number of shares of stock outstanding and the voting power of each; (2) Determine the
shares of stock represented at a meeting and the validity of proxies and ballots; (3) Count
all votes and ballots; (4) Determine and retain for a...
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45-37-210
Section 45-37-210 Metropolitan Rapid Rail Study Commission. (a) There is created a rapid rail
authority in Jefferson County to be called the Metropolitan Rapid Rail Study Commission, hereinafter
referred to as the commission. The commission shall be a body corporate and politic, shall
be governed and managed as provided for in this section, and shall have the powers and duties
provided for by this section, and other applicable provisions of law. (b) The commission shall
be composed of five members as follows: (1) One member appointed by the Jefferson County State
Senate Delegation. (2) One member appointed by the Jefferson County State House Delegation.
(3) One member appointed by the Board of Directors of the Birmingham-Jefferson County Transit
Authority. (4) One member appointed by the Mayor of the City of Birmingham. (5) One member
appointed by the Jefferson County commissioner in charge of roads and transportation. (c)(1)
The members shall be appointed to four-year terms and may be...
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45-49-40.02
Section 45-49-40.02 County board of barber commissioners. (a) There is created a Barbers' Commission
for the County of Mobile. The Governor shall appoint three persons, each of whom, immediately
prior to the date of his or her appointment, has been a resident of the county for the past
three years, and who has had at least five years' experience as a barber; one member to be
appointed for a term of one year, one member to be appointed for a term of two years, and
one member to be appointed for a term of three years. In all counties to which this part applies
which have in existence at the time of the passage of this part, a barbers' commission, the
members of the commission then serving as such barbers' commission shall constitute the initial
board of barbers' commissioners of such county and they shall continue in office until the
expiration of their respective terms or unless sooner disqualified; thereafter the term of
any member appointed and qualified to succeed the members of the...
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34-21-126
Section 34-21-126 Interstate Commission of Nurse Licensure Compact Administrators. (a) The
party states hereby create and establish a joint public entity known as the Interstate Commission
of Nurse Licensure Compact Administrators. (1) The commission is an instrumentality of the
party states. (2) Venue is proper, and judicial proceedings by or against the commission shall
be brought solely and exclusively, in a court of competent jurisdiction where the principal
office of the commission is located. The commission may waive venue and jurisdictional defenses
to the extent the commission adopts or consents to participate in alternative dispute resolution
proceedings. (3) Nothing in this compact shall be construed to be a waiver of sovereign immunity.
(b) Membership, voting, and meetings. (1) Each party state shall have and be limited to one
administrator. The head of the state licensing board for each party state, or his or her designee,
shall be the administrator of this compact for that...
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