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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,...
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10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in articles of incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth
in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation
formed under this chapter must set forth: (1) The number of shares the corporation is authorized
to issue; (2) The names and addresses of the individuals who are to serve as the initial directors;
and (3) The purpose or purposes for which the corporation is organized, which may be stated
to be or to include the transaction of any lawful business for which corporations may be incorporated
under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent
with law regarding: (i) Reservation to the shareholders of the right to adopt the initial
bylaws of the corporation; (ii) Managing the...
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10A-20-7.07
Section 10A-20-7.07 Directors and officers. (a) The business and affairs of the corporation
shall be managed and conducted by a board of directors, a president, a vice-president, a secretary,
a treasurer, and other officers and agents as the corporation by its bylaws shall authorize.
The board of directors shall consist of a number not less than 15 nor more than 21, as shall
be determined in the first instance by the incorporators and thereafter annually by the members
and the stockholders of the corporation. The board of directors may exercise all the powers
of the corporation except such as are conferred by law or by the bylaws of the corporation
upon the stockholders or members and shall choose, or appoint, all the agents and officers
of the corporation and fill all vacancies except vacancies in the office of a director, which
shall be filled as provided in this section. The board of directors shall be elected in the
first instance by the incorporators and thereafter at the annual...
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10A-2A-9.12
Section 10A-2A-9.12 Action on a plan of conversion. In the case of a conversion of a corporation
the plan of conversion shall be adopted in the following manner: (a) The plan of conversion
shall first be adopted by the board of directors. (b) The plan of conversion shall then be
approved by the stockholders. In submitting the plan of conversion to the stockholders for
their approval, the board of directors must recommend that the stockholders approve the plan,
unless (i) the board of directors makes a determination that because of conflicts of interest
or other special circumstances it should not make a 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 approval
of the plan of conversion by the stockholders or the effectiveness of the plan of conversion.
(d) If the approval of the stockholders is to be given at a...
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11-86A-9
Section 11-86A-9 Powers of authority vested in board of directors; officers and directors of
authority; proceedings of board of directors to be reduced to writing and signed by two directors;
admissibility of evidence of proceedings of board of directors; adoption of bylaws; notice
of meetings; attendance at meetings; qualifications. (a) All powers of an authority shall
be vested in its board of directors. (b) The initial board of directors of an authority shall
be specified in the articles, or as provided in Section 11-86A-6. (c) Each authority shall
be composed of a chair, vice chair, secretary, and treasurer elected by the board of directors.
The offices of secretary and treasurer may 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. A director may not receive any salary for
service rendered or for any duty performed as a director. The...
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16-17A-6
Section 16-17A-6 Board of directors. (a) Each authority shall have a board of directors composed
of the number of directors provided in the articles of incorporation. (b) All powers of an
authority shall be exercised by the board or pursuant to its authorization. (c) Except for
ex-officio directors specified in the articles of incorporation, all directors of an authority
shall be elected or appointed by the sponsoring university. The articles of incorporation
may provide that specified officers or employees of the sponsoring university shall be ex-officio
directors of an authority, so long as a majority of the directors are elected or appointed
by the sponsoring university. (d) The articles of incorporation may provide that a governmental
entity, a public corporation, or a nonprofit organization may nominate one or more directors
of an authority, provided that the number of directors elected or appointed by the sponsoring
university without nomination may never be less than a majority...
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5-7A-62
Section 5-7A-62 Application to convert charter; written plan of conversion; authorizing resolution;
submission to superintendent; fee; tentative approval; vote of stockholders or members; directors;
articles of incorporation and bylaws; statement of superintendent's objections; amendment;
appeal of disapproval; application to FDIC; final approval and permit. Any savings institution
may apply to the superintendent for permission to convert its charter in order to do business
as a state chartered bank in accordance with the following procedures: (1) The board of directors
shall approve a written plan of conversion, the application for conversion and shall adopt
an authorizing resolution, all by a vote of a majority of all the directors. The plan of conversion
shall include a statement of: a. The proposed organization and management structure of the
resulting bank if the application were approved, and the proposed name under which it would
do business as a bank; b. The method and time...
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10A-3-2.12
Section 10A-3-2.12 Board of directors; committees. If the governing documents of a nonprofit
corporation so provide, the board of directors, by resolution adopted by a majority of the
directors in office, may designate and appoint one or more committees each of which shall
consist of two or more directors, which committees, to the extent provided in the resolution,
or in the governing documents of the nonprofit corporation, shall have and exercise all the
authority of the board of directors, except that no committee shall have the authority of
the board of directors in reference to amending, altering, or repealing the bylaws; electing,
appointing, or removing any member of any committee or any director or officer of the corporation;
amending the certificate of formation, restating the certificate of formation, adopting a
plan of merger or adopting a plan of consolidation with another nonprofit corporation or other
entity authorizing the conversion of the nonprofit corporation into...
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11-54B-50
Section 11-54B-50 District management corporation limits, powers, and duties. (a) District
management corporations provided for in this article shall be incorporated under the Alabama
Nonprofit Corporation Act, Chapter 3 of Title 10A, and shall exercise their powers in a manner
consistent with that law. (b) To qualify for designation by ordinance to manage a self-help
business improvement district, the articles of incorporation of a proposed district management
corporation shall provide all of the following: (1) That a board of directors shall manage
the property, business, and affairs of the corporation. (2) The names and addresses of the
initial members of the board of directors. (3) That the initial members of the board shall
be divided into three groups which are as equal in number as is possible, that those groups
will serve for initial terms of one, two, and three years respectively, and that all directors
thereafter elected by the board of directors shall serve for a term of...
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34-24-530
Section 34-24-530 Interstate medical licensure compact commission. (a) The member states hereby
create the Interstate Medical Licensure Compact Commission. (b) The purpose of the interstate
commission is the administration of the Interstate Medical Licensure Compact, which is a discretionary
state function. (c) The interstate commission shall be a body corporate and joint agency of
the member states and shall have all the responsibilities, powers, and duties set forth in
the compact, and such additional powers as may be conferred upon it by a subsequent concurrent
action of the respective legislatures of the member states in accordance with the terms of
the compact. (d) The interstate commission shall consist of two voting representatives appointed
by each member state who shall serve as commissioners. In states where allopathic and osteopathic
physicians are regulated by separate member boards, or if the licensing and disciplinary authority
is split between multiple member boards...
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