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33-15-3
Section 33-15-3 Procedure for incorporation. To become a corporation, the persons who are designated
to become members of the initial board of directors of the authority, as provided in Section
33-15-4, shall present to the Judge of Probate of Franklin County a certificate of incorporation
signed by them which shall contain: (1) The name and official residence of each of the said
persons; (2) The term of office of each of the said persons as such directors; (3) The name
of the proposed corporation which shall be Bear Creek Development Authority; (4) The location
of the principal office of the proposed corporation which shall be in one of said named counties;
and (5) Any other matter relating to the incorporation that the said persons may choose to
insert and which is not inconsistent with this article or the laws of the State of Alabama.
The certificate of incorporation shall be accompanied by: (1) A certificate by the clerk of
each of the municipalities of Red Bay, Vina, Hodges,...
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45-29-90.03
Section 45-29-90.03 Certificate of incorporation. (a) To become a corporation, the persons
who are designated to become members of the initial board of directors of the authority, as
provided in Section 45-29-90.02, shall present to the Judge of Probate of Fayette County,
a certificate of incorporation signed by them which shall contain all of the following: (1)
The name and official residence of each of the persons. (2) The term of office of each of
the persons as such directors. (3) The name of the proposed corporation which shall be the
Tom Bevill Reservoir Management Area Authority. (4) A concise legal description of the areas
included in the Tom Bevill Reservoir Management Area. (5) The location of the principal office
of the proposed corporation which shall be in Fayette County. (6) Any other matter relating
to the incorporation that the persons may choose to insert and which is not inconsistent with
this article or the laws of the State of Alabama. (b) The certificate of...
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10A-2A-8.56
Section 10A-2A-8.56 Indemnification of officers. (a) A corporation may indemnify and advance
expenses under this Division E of this Article 8 to an officer who is a party to a proceeding
because he or she is an officer (1) to the same extent as a director; and (2) if he or she
is an officer but not a director, to such further extent as may be provided by the certificate
of incorporation or the bylaws, or by a resolution adopted or a contract approved by the board
of directors or stockholders, except for (i) liability in connection with a proceeding by
or in the right of the corporation other than for expenses incurred in connection with the
proceeding, or (ii) liability arising out of conduct that constitutes (A) receipt by the officer
of a financial benefit to which he or she is not entitled, (B) an intentional infliction of
harm on the corporation or the stockholders, or (C) an intentional violation of criminal law.
(b) Subsection (a)(2) shall apply to an officer who is also a...
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41-10-53
Section 41-10-53 Authority and procedure for incorporation of authority; members, officers
and directors of authority; reduction to writing, recordation and admissibility in evidence
of proceedings of board of directors. (a) The Director of Finance, the Secretary of the Alabama
Department of Commerce, the State Treasurer and the Executive Secretary to the Governor are
hereby authorized to become a corporation, with the powers and authorities provided for in
this article, by proceeding according to the provisions hereinafter outlined in this article.
To become a corporation, the Director of Finance, the Secretary of the Alabama Department
of Commerce, the State Treasurer and the Executive Secretary to the Governor shall present
to the Secretary of State of Alabama an application signed by them which shall set forth:
(1) The name, official designation and official residence of each of the applicants, together
with a certified copy of the commission evidencing each applicant's right to...
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45-17-90.03
Section 45-17-90.03 Bylaws. The board of directors of the authority shall have the authority
to enact bylaws for the organization not inconsistent with this subpart or any law of the
State of Alabama. Bylaws may include, among other provisions, any of the following: (1) The
establishment of an executive committee and other standing, special, or ad hoc committees
which may meet as often as necessary and whose duties and responsibilities shall be determined
by the board of directors. (2) The establishment of attendance and residency requirements
for the board of directors, any standing or special committees of the board of directors,
or any officers of the board of directors, which shall provide for the removal of any member,
committee member, or officer, due to the failure of the member to meet minimum attendance
responsibilities or residency requirements. (Act 95-512, p. 1022, §1.)...
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45-39-92.03
Section 45-39-92.03 Bylaws. The board of directors of the authority shall have the authority
to enact bylaws for the organization not inconsistent with this part or any law of the State
of Alabama. Bylaws may include, among other provisions, any of the following: (1) The establishment
of an executive committee and other standing, special, or ad hoc committees which may meet
as often as necessary and whose duties and responsibilities shall be determined by the board
of directors. (2) The establishment of attendance and residency requirements for the board
of directors, any standing or special committees of the board of directors, or any officers
of the board of directors, which shall provide for the removal of any member, committee member,
or officer, due to the failure of the member to meet minimum attendance responsibilities or
residency requirements. (Act 95-409, p. 874, §1.)...
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10A-2A-13.40
Section 10A-2A-13.40 Other remedies limited. (a) The legality of a proposed or completed corporate
action described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action
be enjoined, set aside or rescinded, in a legal or equitable proceeding by a stockholder after
the stockholders have approved the corporate action. (b) Subsection (a) does not apply to
a corporate action that: (1) was not authorized and approved in accordance with the applicable
provisions of: (i) Article 9, 10, 11, or 12 of this chapter or Article 8 of Chapter 1; (ii)
the certificate of incorporation or bylaws; or (iii) the resolution of the board of directors
authorizing the corporate action; (2) was procured as a result of fraud, a material misrepresentation,
or an omission of a material fact necessary to make statements made, in light of the circumstances
in which they were made, not misleading; (3) is an interested transaction, unless it has been
recommended by the board of directors in the...
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11-99B-6
Section 11-99B-6 Board of directors. (a) Each district shall be governed by a board of directors.
All powers of the district shall be exercised by the board or pursuant to its authorization.
Subject to the provisions of Sections 11-99B-4 and 11-99B-5, the board shall consist initially
of that number of directors, apportioned among and elected by the authorizing subdivisions,
as shall be specified in the certificate of incorporation of the district. The initial term
of office of each such director shall begin immediately upon his or her election and shall
end at 12:01 A.M. on the fourth anniversary date of the filing for record of the certificate
of incorporation of the district. Thereafter, the term of office of each such director shall
be four years. (b) If any amendment to the certificate of incorporation of the district shall
increase the membership of the board, the board shall thereafter consist of such number of
directors, elected by such governing bodies, as may be specified in...
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34-24-521
Section 34-24-521 Definitions. In this compact, the following terms have the following meanings:
(a) BYLAWS. Those bylaws established by the interstate commission pursuant to Section 34-24-530
for its governance, or for directing and controlling its actions and conduct. (b) COMMISSIONER.
The voting representative appointed by each member board pursuant to Section 34-24-530. (c)
CONVICTION. A finding by a court that an individual is guilty of a criminal offense through
adjudication, or entry of a plea of guilty or no contest to the charge by the offender. Evidence
of an entry of a conviction of a criminal offense by the court shall be considered final for
purposes of disciplinary action by a member board. (d) EXPEDITED LICENSE. A full and unrestricted
medical license granted by a member state to an eligible physician through the process set
forth in the compact. (e) INTERSTATE COMMISSION. The interstate commission created pursuant
to Section 34-24-530. (f) LICENSE. Authorization by a...
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10A-2A-17.04
Section 10A-2A-17.04 Duties of directors. (a) Each member of the board of directors of a benefit
corporation, when discharging the duties of a director, shall act: (i) in a responsible and
sustainable manner, and (ii) in a manner that pursues the public benefit or benefits identified
in any public benefit provision. (b) In fulfilling the duties under subsection (a), a director
shall consider, to the extent affected, in addition to the interests of stockholders generally,
the separate interests of stakeholders known to be affected by the business of the corporation
including: (1) the employees and work forces of the corporation, its subsidiaries, and its
suppliers; (2) customers; (3) communities or society, including those of each community in
which offices or facilities of the corporation, its subsidiaries, or its suppliers are located;
and (4) the local and global environment. (c) A director of a benefit corporation shall not,
by virtue of the duties imposed by subsections (a) and...
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