10A-2A-11.05
Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries. (a) A domestic or foreign parent entity that owns stock of a corporation which carries at least 90 percent of the voting power of each class and series of the outstanding stock of that subsidiary corporation that has voting power may (i) merge that subsidiary corporation into itself (if it is a corporation, foreign corporation, or eligible entity), (ii) merge that subsidiary corporation into another corporation, foreign corporation, or eligible entity in which the parent entity owns at least 90 percent of the voting power of each class and series of the outstanding stock or eligible interests which have voting power, or (iii) merge itself (if it is a corporation, foreign corporation, or eligible entity) into that subsidiary corporation, in any case without the approval of the board of directors or stockholders of that subsidiary corporation, unless the certificate of incorporation or organizational...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.05.htm - 2K - 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-27-42.htm - 1K - Match Info - Similar pages
10A-2-10.04
Section 10A-2-10.04 Voting on amendments by voting groups. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment if the amendment would: (1) Increase or decrease the aggregate number of authorized shares of the class; (2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class; (3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class; (4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class; (5) Change the shares of all or part of the class into a different number of shares of the same class; (6) Create a new class of shares having rights or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.04.htm - 2K - Match Info - Similar pages
10A-2-16.01
Section 10A-2-16.01 Corporate records. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation. (b) A corporation shall maintain appropriate accounting records. (c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class or shares showing the number and class of shares held by each. (d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (e) Each...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-16.01.htm - 2K - Match Info - Similar pages
11-50-272
Section 11-50-272 Change of name of board upon acquisition of gas plant or system. In the event any such waterworks board shall hereafter acquire any gas plant or system pursuant to the provisions of this division, the name of such waterworks board may thereupon or thereafter be changed to "The Waterworks and Gas Board of the _____ of _____" (the name of the applicable municipality together with its designation as a city or town to be filled in the blank spaces). Such change in name may be effected upon the adoption of a resolution by the board of directors of such board declaring it advisable that the name be so changed and the certificate of incorporation be amended to that effect and the filing of a copy of such resolution, certified to by the secretary of the said board, with the judge of probate of the county in which the certificate of incorporation of the said board was filed for record. (Acts 1947, No. 154, p. 48, ยง13.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50-272.htm - 1K - Match Info - Similar pages
10A-2A-2.02
Section 10A-2A-2.02 Certificate of incorporation. Notwithstanding Section 10A-1-3.05: (a) The certificate of incorporation must set forth: (1) a corporate name for the corporation that satisfies the requirements of Article 5 of Chapter 1; (2) the number of shares of stock the corporation is authorized to issue; (3) the street and mailing addresses of the corporation's initial registered office, the county within this state in which the street and mailing address is located, and the name of the corporation's initial registered agent at that office as required by Article 5 of Chapter 1; and (4) the name and address of each incorporator. (b) The certificate of incorporation may set forth: (1) the names and addresses of the individuals who are to serve as the initial directors; (2) provisions not inconsistent with law regarding: (i) the purpose or purposes for which the corporation is organized; (ii) managing the business and regulating the affairs of the corporation; (iii) defining,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.02.htm - 4K - Match Info - Similar pages
11-20-35
Section 11-20-35 Certificate of incorporation - Amendment. If any corporation formed under this article has accidentally or inadvertently failed to comply with the requirements of this article in its organization, such omission or defect may be corrected by filing an amendment as provided in this section. The certificate of incorporation of any corporation formed under this article may also at any time and from time to time be amended so as to make any changes therein and add any provisions thereto which might have been included in the certificate of incorporation in the first instance. Any such amendment shall be effected in the following manner: The board of directors of the corporation shall adopt a resolution proposing such amendment to the certificate of incorporation. The chairman of the board of directors of the corporation shall file with the governing body of the county an application in writing seeking permission to amend the certificate of incorporation, specifying in such...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-20-35.htm - 2K - Match Info - Similar pages
27-44-5
Section 27-44-5 Definitions. As used in this chapter, the following terms shall have the following meanings, respectively, unless the context clearly indicates otherwise: (1) ACCOUNT. Either of the three accounts created under Section 27-44-6. (2) ASSOCIATION. The Alabama Life and Disability Insurance Guaranty Association created under Section 27-44-6. (3) AUTHORIZED ASSESSMENT or the term AUTHORIZED when used in the context of assessments. A resolution by the board of directors has been passed whereby an assessment will be called immediately or in the future from member insurers for a specified amount. An assessment is authorized when the resolution is passed. (4) BENEFIT PLAN. A specific employee, union, or association of natural persons benefit plan. (5) CALLED ASSESSMENT or the term CALLED when used in the context of assessments. A notice that has been issued by the association to member insurers requiring that an authorized assessment be paid within the time frame set forth within...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-44-5.htm - 7K - Match Info - Similar pages
45-49-90.05
Section 45-49-90.05 Certificate of incorporation Amendments. (a) If any corporation formed under this part has accidentally or inadvertently failed to comply with the requirements of this part in its organization, such omission or defect may be corrected by filing an amendment as provided in this section. The certificate of incorporation of any corporation formed under this part may also at any time and from time to time be amended so as to make any changes therein and add any provisions thereto which might have been included in the certificate of incorporation in the first instance. (b) Any such amendment shall be effected in the following manner: The board of directors of the corporation shall adopt a resolution proposing such amendment to the certificate of incorporation. The chair of the board of directors of the corporation shall file with the governing body of the county and, if applicable, any participating municipality, an application in writing seeking permission to amend the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-49-90.05.htm - 3K - Match Info - Similar pages
11-50-316
Section 11-50-316 Execution, sale, etc., of bonds and refunding bonds of corporation; terms, denominations, etc., thereof; charge, application, etc., of revenues from systems for payment of bonds, etc., generally; vesting of title to systems in municipality and dissolution of corporation upon payment of bonds in full, etc. (a) All bonds issued by any such corporation organized or the certificate of incorporation of which is amended under this article shall be signed by the chairman of the board of directors or other chief executive officer and attested by its secretary, and the seal of such corporation shall be affixed thereto; provided that, if authorized by the board of directors of such corporation, said bonds may be executed with an engraved, imprinted, stamped, or otherwise reproduced facsimile of any signature or seal in lieu of a manually made signature or manually made impressment of the seal; provided further, that at least one signature required or permitted to be placed...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50-316.htm - 5K - Match Info - Similar pages
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