11-50-312
Section 11-50-312 Acknowledgment, filing and recordation of certificate of incorporation; amendment
of certificate of corporation formed under this article or under Division 1 of Article 8 of
this chapter. (a) The certificate of incorporation of any corporation organized under this
article shall state: (1) The name of the corporation, which shall be a name indicating the
system or systems for the operation of which the corporation is organized (e.g., "the
waterworks and electric board of the City (or Town) of _____," or "the utilities
board of the City (or Town) of _____"); (2) The location of its principal office and
the post office address thereof; (3) The period for the duration of the corporation (if the
duration is to be perpetual, this fact should be stated); and (4) The objects for which the
corporation is organized. The certificate of incorporation may also contain any provisions
not contrary to law which the incorporators may choose to insert for the regulation and conduct
of...
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11-50-392
Section 11-50-392 Contents, acknowledgment, filing, and recordation of certificate of incorporation;
procedure for amendment thereof; dissolution of district and disposition of systems, etc.,
upon payment of indebtedness of district in full. (a) The certificate of incorporation of
any gas district incorporated under this article shall state: (1) The name of the corporation,
which shall be a name indicating in a general way the area or municipalities proposed to be
served by the district (e.g., "The South Alabama Gas District" or "The _____
County Gas District" or "The _____, _____, and _____ (naming the municipalities
which are members thereof) Gas District"); (2) The names of all the municipalities which
are to be members of the district; (3) The location of the principal office of the district
and its post office address; (4) The period for the duration of the corporation (if the duration
is to be perpetual, this fact should be stated); and (5) The objects for which the district
is...
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11-59-6
Section 11-59-6 Certificate of incorporation - Amendment. The certificate of incorporation
may at any time and from time to time be amended so as to make any changes therein and add
any provisions therein which may be located any portion of the territory embraced within the
first instance. Any such amendment shall be effected in the following manner: The members
of the board of directors of the corporation shall file with the governing body of the municipality
an application in writing seeking permission to amend the certificate of incorporation, specifying
in such application the amendment proposed to be made. Such governing body shall consider
such application and, if it shall by appropriate resolution duly find and determine that it
is wise, expedient, necessary, or advisable that the proposed amendment be made and shall
authorize the same to be made, then the persons making such application shall execute an instrument
embodying the amendment specified in such application and shall...
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11-60-6
Section 11-60-6 Certificate of incorporation - Amendment. If any corporation formed under this
chapter has accidentally or inadvertently failed to comply with the requirements of this chapter
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 chapter
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 amendment shall be effected in the following manner: The members
of the board of directors of the corporation shall file with the governing body of the municipality
an application in writing seeking permission to amend the certificate of incorporation, specifying
in such application the amendment proposed to be made. Such governing body shall consider
such application and, if it shall by appropriate...
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10A-2A-1.47
Section 10A-2A-1.47 Ratification of defective corporate actions. (a) To ratify a defective
corporate action under this section (other than the ratification of an election of the initial
board of directors under subsection (b)), the board of directors shall take action ratifying
the action in accordance with Section 10A-2A-1.48, stating: (1) the defective corporate action
to be ratified and, if the defective corporate action involved the issuance of putative stock,
the number and type of shares of putative stock purportedly issued; (2) the date of the defective
corporate action; (3) the nature of the failure of authorization with respect to the defective
corporate action to be ratified; and (4) that the board of directors approves the ratification
of the defective corporate action. (b) In the event that a defective corporate action to be
ratified relates to the election of the initial board of directors of the corporation under
Section 10A-2A-2.04(a)(2), a majority of the persons who,...
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10A-2A-14.02
Section 10A-2A-14.02 Dissolution by board of directors and stockholders. (a) The board of directors
may propose dissolution for submission to the stockholders by first adopting a resolution
authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it shall then be
approved by the stockholders. In submitting the proposal to dissolve to the stockholders for
approval, the board of directors shall recommend that the stockholders approve the dissolution,
unless (i) the board of directors determines that because of conflict of interest or other
special circumstances it should make no recommendation or (ii) Section 10A-2A-8.26 applies.
If either (i) or (ii) applies, the board of directors shall inform the stockholders of the
basis for its so proceeding. (c) The board of directors may set conditions for the approval
of the proposal for dissolution by stockholders or the effectiveness of the dissolution. (d)
If the approval of the stockholders is to be given at a meeting, the...
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10A-2A-16.01
Section 10A-2A-16.01 Corporate records. (a) A corporation shall maintain the following records:
(1) its certificate of incorporation as currently in effect; (2) any notices to stockholders
referred to in Section 10A-2A-1.20(c)(5) specifying facts on which a filed document is dependent
if those facts are not included in the certificate of incorporation or otherwise available
as specified in Section 10A-2A-1.20(c)(5); (3) its bylaws as currently in effect; (4) all
written communications within the past three years to stockholders generally; (5) minutes
of all meetings of, and records of all actions taken without a meeting by, its stockholders,
its board of directors, and board committees established under Section 10A-2A-8.25; (6) a
list of the names and business addresses of its current directors and officers; and (7) its
most recent annual report delivered to the Secretary of State under Section 10A-2A-16.11.
(b) A corporation shall maintain all annual financial statements prepared for...
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11-50-232
Section 11-50-232 Certificate of incorporation - Contents; amendment. (a) The certificate of
incorporation of any corporation organized under this article shall state: (1) The name of
the corporation, which shall be a name indicating the system or systems for operation of which
the corporation is organized (e.g., "The Waterworks and Sewer Board of the City (or Town)
of _____"); (2) The location of its principal office and the post office address thereof;
(3) The period for the duration of the corporation (if the duration is to be perpetual, this
fact should be stated); and (4) The objects for which the corporation is organized. The certificate
of incorporation may also contain any provisions not contrary to law which the incorporators
may choose to insert for the regulation and conduct of the affairs of the corporation. (b)
Any corporation organized under this article may at any time amend its certificate of incorporation
so as to provide for the operation of a system in addition to...
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11-97-2
Section 11-97-2 Definitions. The following words and phrases used in this chapter, and others
evidently intended as the equivalent thereof, shall, in the absence of a clear implication
herein otherwise, be given the following respective interpretations herein: (1) APPLICANT.
A natural person who files a written application with the governing body of any county or
municipality in accordance with the provisions of Section 11-97-3 hereof. (2) AUTHORIZING
RESOLUTION. A resolution of ordinance adopted by the governing body of any county or municipality
in accordance with the provisions of Section 11-97-3 hereof, that authorizes the incorporation
of a corporation. (3) BOARD. The board of directors of a corporation. (4) BONDS. Bonds, notes,
or other obligations representing an obligation to pay money. (5) CORPORATION. Any public
corporation organized pursuant to the provisions of this chapter. (6) COSTS. As applied to
a facility or any portion thereof, shall include all or any part of the...
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22-21-133
Section 22-21-133 Incorporation - Certificate of incorporation - Contents; amendments. (a)
The certificate of incorporation of the authority shall state: (1) The name and address of
each of the incorporators, and a statement that each of them is a duly qualified elector of,
and property owner in, the municipality; (2) The name of the authority, which shall be "The
Hospital Building Authority of the (City or Town) of _____," "The Hospital Authority
of the (City or Town) of _____," some other name of similar import; (3) The location
of its principal office, which shall be in the municipality; (4) The number of directors,
which shall be three or other uneven number not less than three; and (5) Any other matter
relating to the authority that the incorporators may choose to insert and which shall not
be inconsistent with this article or with the laws of the state. The certificate of incorporation
shall be signed and acknowledged by each of the incorporators before an officer authorized
by...
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