11-92C-8
Section 11-92C-8 Powers of authority. (a) The authority shall have the following powers, together with all powers incidental thereto or necessary to the discharge thereof in corporate form: (1) To have succession by its corporate name for the duration of time, which may be in perpetuity, subject to Section 11-92C-20, specified in its certificate of incorporation. (2) To sue and be sued in its own name and to prosecute and defend civil actions in any court having jurisdiction of the subject matter and of the parties; provided that the authority shall be deemed to be a governmental entity as defined in Chapter 93 of this title for the purpose of limiting the damages for which the authority may be liable. (3) To adopt and make use of a corporate seal and to alter the seal at its pleasure. (4) To adopt and alter bylaws for the regulation and conduct of its affairs and business. (5) To acquire, whether by purchase, construction, exchange, gift, lease, or otherwise, and to refinance existing...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-92C-8.htm - 12K - Match Info - Similar pages
45-46-90.06
Section 45-46-90.06 Powers of the authority. (a) The authority shall have the following powers, together with all powers incidental thereto or necessary to the discharge thereof in corporate form: (1) To have succession by its corporate name for the duration of time which may be perpetuity, subject to Section 45-46-90.18, specified in its certificate of incorporation. (2) To sue and be sued in its own name in civil suits and actions, excepting actions in tort, and to defend suits against it. (3) To adopt and make use of a corporate seal and to alter the same at pleasure. (4) To adopt and alter bylaws for the regulation and conduct of its affairs and business. (5) To acquire, receive, and take, by purchase, gift, lease, devise, or otherwise, and to hold property of every description, real, personal, or mixed. (6) To make, enter into, and execute such contracts, agreements, leases, and other instruments and to take such other actions as may be necessary or convenient to accomplish any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-46-90.06.htm - 9K - Match Info - Similar pages
10A-2A-6.31
Section 10A-2A-6.31 Corporation's acquisition of its own stock. (a) A corporation may acquire its own stock, and, unless otherwise provided in the certificate of incorporation, stock so acquired constitutes authorized but unissued stock. (b) If the certificate of incorporation prohibits the reissue of the acquired stock, the number of authorized shares of stock is reduced by the number of shares of stock acquired. (Act 2019-94, §1.)...
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10A-2A-10.07
Section 10A-2A-10.07 Restated certificate of incorporation. Notwithstanding Division B of Article 3 of Chapter 1: (a) A corporation's board of directors may restate its certificate of incorporation at any time, without stockholder approval, to consolidate all amendments into a single document. (b) If the restated certificate of incorporation includes one or more new amendments that require stockholder approval, the amendments shall be adopted and approved as provided in Section 10A-2A-10.03. (c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of State for filing a certificate of restatement setting forth: (1) the name of the corporation; (2) the text of the restated certificate of incorporation; (3) a statement that the restated certificate of incorporation consolidates all amendments into a single document; and (4) if a new amendment is included in the restated certificate of incorporation, the statements required under Section 10A-2A-10.06...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.07.htm - 1K - Match Info - Similar pages
10A-2A-12.01
Section 10A-2A-12.01 Disposition of assets not requiring stockholder approval. No approval of the stockholders is required, unless the certificate of incorporation otherwise provides: (a) to sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business; (b) to mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's assets, regardless of whether in the usual and regular course of business; (c) to transfer any or all of the corporation's assets to one or more corporations, foreign corporations, or other entities all of the stock or interests of which are owned by the corporation; or (d) to distribute assets pro rata to the holders of one or more classes or series of the corporation's stock. (Act 2019-94, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-12.01.htm - 1K - Match Info - Similar pages
10A-2A-17.06
Section 10A-2A-17.06 Rights of action. (a) Except in a proceeding authorized under Section 10A-2A-17.05(c) or this section, no person other than the corporation, or a stockholder in the right of the corporation pursuant to subsection (b), may bring an action or assert a claim with respect to the violation of any duty applicable to a benefit corporation or any of its directors under this article. (b) Except for a proceeding brought under Section 10A-2A-17.05(c), a proceeding by a stockholder of a benefit corporation claiming violation of any duty applicable to a benefit corporation or any of its directors under this article: (1) must be brought in a derivative proceeding pursuant to Division D of Article 7 of this chapter; and (2) may be brought only by a stockholder of the benefit corporation that at the time of the act or omission complained of either individually, or together with other stockholders bringing such action collectively, owned directly or indirectly at least five percent...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.06.htm - 2K - Match Info - Similar pages
10A-2A-8.02
Section 10A-2A-8.02 Qualifications of directors. (a) The certificate of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and be lawful. (b) A requirement that is based on a past, prospective, or current action, or expression of opinion, by a nominee for director or a director that could limit the ability of a nominee for director or a director to discharge his or her duties as a director is not a permissible qualification under this section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause. (c) A director shall be a natural person of the age of at least 19 years but need not be a resident of this state or a stockholder unless the certificate of incorporation or bylaws so prescribe. (d) A qualification for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.02.htm - 1K - Match Info - Similar pages
10A-2A-10.09
Section 10A-2A-10.09 Effect of amendment. (a) An amendment to the certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the stockholders. An amendment changing a corporation's name does not affect a proceeding brought by or against the corporation in its former name. (b) A stockholder who becomes subject to new personal liability in respect of the corporation as a result of an amendment to the certificate of incorporation shall have that new personal liability only in respect of interest holder liabilities that arise after the amendment becomes effective. (c) Except as otherwise provided in the certificate of incorporation of the corporation, the personal liability of a stockholder who had personal liability in respect of the corporation before the amendment becomes effective and has new personal liability after the amendment becomes...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.09.htm - 2K - Match Info - Similar pages
10A-2A-6.26
Section 10A-2A-6.26 Uncertificated interests. (a) Unless the certificate of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of stock of any or all of its classes or series without certificates. The authorization does not affect shares of stock already represented by certificates until they are surrendered to the corporation. (b) Within a reasonable time after the issuance or transfer of shares of stock without certificates, the corporation shall comply with the notice requirements of Section 10A-1-3.45. (Act 2019-94, §1.)...
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10A-20-7.04
Section 10A-20-7.04 Powers of corporation. In furtherance of its purposes and in addition to the powers now or hereafter conferred on business corporations by Alabama statutes, the corporation shall, subject to the restrictions and limitations contained in this section, have the following powers: (1) To elect, appoint, and employ officers, agents, and employees to make contracts and incur liabilities for any of the purposes of the corporation; provided, that the corporation shall not incur any secondary liability by way of guaranty or endorsement of the obligations of any person, firm, corporation, joint stock company, association, or trust or in any other manner. (2) To borrow money from its members and the small business administration and any other similar federal agency for any of the purposes of the corporation, to issue therefor its bonds, debentures, notes, or other evidences of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.04.htm - 4K - Match Info - Similar pages
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