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10A-2-13.02
Section 10A-2-13.02 Right to dissent. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder is entitled
to dissent from, and obtain payment of the fair value of his or her shares in the event of,
any of the following corporate actions: (1) Consummation of a plan of merger to which the
corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03
or the articles of incorporation and the shareholder is entitled to vote on the merger or
(ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04;
(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation
whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation
of a sale or exchange by all, or substantially all, of the property of the corporation other
than in the usual and regular course of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.02.htm - 3K - Match Info - Similar pages
10A-2-3.03
Section 10A-2-3.03 Emergency powers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In anticipation of or during
an emergency defined in subsection (d), the board of directors of a corporation may: (1) Modify
lines of succession to accommodate the incapacity of any director, officer, employee, or agent;
and (2) Relocate the principal office, designate alternative principal offices or regional
offices, or authorize the officers to do so. (b) During an emergency defined in subsection
(d), unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors
need be given only to those directors whom it is practicable to reach and may be given in
any practical manner, including by publication and radio; and (2) One or more officers of
the corporation present at a meeting of the board of directors may be deemed to be directors
for the meeting in order of rank and within the same rank in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-3.03.htm - 1K - Match Info - Similar pages
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-3-4.01
Section 10A-3-4.01 Procedure to amend certificate of formation of a nonprofit corporation.
(a) Amendments to the certificate of formation of a nonprofit corporation shall be made in
the following manner: (1) If there are members entitled to vote thereon, the board of directors
shall adopt a resolution setting forth the proposed amendment and directing that it be submitted
to a vote at a meeting of members entitled to vote thereon, which may be either an annual
or a special meeting. Written notice setting forth the proposed amendment or a summary of
the changes to be effected thereby shall be given to each member entitled to vote at the meeting
within the time and in the manner provided in this chapter for the giving of notice of meetings
of members. The proposed amendment shall be adopted upon receiving at least two-thirds of
the votes entitled to be cast by members present or represented by proxy at the meeting. (2)
If there are no members, or no members entitled to vote thereon, or...
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2-10-101
Section 2-10-101 How federation organized and managed. Five or more associations or corporations
organized under this article, or whose purposes and operations are in any way promotive of,
and not inconsistent with, the purposes of this article, whether incorporated under this article
or not, may organize and incorporate a federation with such incorporated associations as members
thereof, such incorporated federation to be managed by a board of directors to be composed
of representatives of such constituent member associations. The articles of association and
incorporation for such federation shall contain the names of the constituent member associations,
and the signatures thereto shall be those of an executive officer of each of the constituent
associations. The other procedure and details of incorporation shall be the same as provided
in this article for the incorporation of the constituent incorporated associations, and the
organization meeting and adoption of bylaws shall be by...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/2-10-101.htm - 2K - Match Info - Similar pages
2-10-60
Section 2-10-60 Selection of directors; contracts with association; vacancies. The affairs
of an association shall be managed by a board of not less than five directors, elected by
the members or stockholders from their own number. The bylaws may provide that the territory
in which the association has members shall be divided into districts and that the directors
shall be elected according to such districts. In such case, the bylaws shall specify the number
of directors to be elected by each district and the manner and method of reapportioning the
directors and redistricting the territory covered by the association. The bylaws may provide
that primary elections shall be held in each district to elect the directors apportioned to
such districts and the results of all such primary elections must be ratified by the next
regular meeting of the association. The bylaws may provide that one or more directors may
be appointed by the Commissioner of Agriculture and Industries, the President of...
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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-16.01.htm - 2K - 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
11-92A-9
Section 11-92A-9 Board of directors. (a) The board of directors of an authority shall be as
specified in the articles, or as provided in Sections 11-92A-5 and 11-92A-6, provided that
each county within the authorized operational area of an authority shall be represented by
at least three directors. (b) Each authority shall have a chairman, vice-chairman, secretary,
and treasurer, to be elected by the board of directors. The offices of secretary and treasurer
may, but need not, be held by the same person. A majority of the directors shall constitute
a quorum for the transaction of business. The officers and directors shall serve for the terms
provided for in the articles. No director shall draw any salary for any service rendered or
for any duty performed as director. The duties of the chairman, vice-chairman, secretary,
and treasurer shall be such as are customarily performed by such officers and as may be prescribed
by the board of directors from time to time. (c) All proceedings had...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-92A-9.htm - 3K - Match Info - Similar pages
45-45-82
Section 45-45-82 Child protection board and fund. (a) In order to provide for the protection
and welfare of children in Madison County who are alleged to be or have been found by the
juvenile court of the county to be abused or neglected or otherwise dependent as defined by
Section 12-15-102, there is levied and imposed a court cost of four dollars ($4), in all cases
filed in the district court of the county, which shall be in addition to all other costs previously
imposed. The clerk of the court shall collect the costs and remit them to a fund to be designated
as the Child Protection Fund in the county treasury. (b)(1)a. There is established a board
to be known as the Child Protection Board of Madison County. The board shall consist of seven
members. The presiding district judge, after consulting with the district court judges of
Madison County, shall appoint the six initial board members, two members to serve four-year
terms, two members to serve three-year terms, and two members to...
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