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2-3A-3
Section 2-3A-3 Incorporation of authority; procedure. (a) The Governor, the Commissioner of
Agriculture and Industries and the Director of Finance may incorporate and organize a public
corporation, with the power and authority hereinafter provided, by proceeding according to
the provisions of this article. To organize such a corporation, the Governor, the Commissioner
of Agriculture and Industries and the Director of Finance shall present to the Secretary of
State of Alabama an application signed by them which shall set forth: (1) The name and official
designation of each of the applicants, together with a certified copy of the commission evidencing
each applicant's right to office; (2) The date on which each applicant was inducted into office
and the term of office of each of the applicants; (3) The name of the proposed corporation,
which shall be the Alabama Agricultural Development Authority; (4) The location of the principal
office of the proposed corporation, which shall be in the...
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23-1-174
Section 23-1-174 Composition; vacancies; compensation; records. The members of the corporation
shall consist of the Governor, the Director of Transportation, the Attorney General, and the
Director of Finance and their respective successors in office. The Governor shall be the president
of the corporation, the Director of Finance shall be its vice-president, the Director of Transportation
shall be the secretary of the corporation, and the State Treasurer shall be the treasurer
of the corporation and shall act as custodian of its funds. The members of the corporation
shall constitute all the members of the board of directors of the corporation, and any three
members of the board of directors shall constitute a quorum for the transaction of business.
Should any of the officials of the state die or should his or her term of office as Governor,
Director of Transportation, Attorney General, or Director of Finance, as the case may be,
expire or should he or she resign therefrom, the successor...
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23-1-305
Section 23-1-305 Corporation - Generally. (a) The members of the corporation shall be the Governor,
the Director of Finance, the Director of Transportation, the Attorney General, and the State
Treasurer and their respective successors in office. (b) The Governor shall be the president
of the corporation, the Director of Finance shall be the vice-president of the corporation,
the Director of Transportation shall be the secretary of the corporation, and the State Treasurer
shall be the treasurer of the corporation and shall act as custodian of its funds. (c) The
members of the corporation shall constitute all the members of the board of directors of the
corporation, and any three members of said board of directors shall constitute a quorum for
the transaction of business. (d) Should any of said officials of the state die or should his
term of office as Director of Finance, Director of Transportation , Attorney General, State
Treasurer, or Governor, as the case may be, expire or should he...
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28-7-22
Section 28-7-22 Interlocking businesses and interests prohibited. No manufacturer and no officer
or director of any manufacturer shall, at the same time, be a wine wholesaler or retailer,
or an officer, director or stockholder or creditor of any wine wholesaler or retailer, nor
except as hereinafter provided, be the owner, proprietor or lessor of any place covered directly
or indirectly by any wine wholesaler's license or wine retailer's license or other retail
license authorizing the sale of wine in this state. No wine wholesaler and no officer or director
of any wine wholesaler shall at the same time be a manufacturer or wine retailer, or be an
officer, director, stockholder or creditor of a manufacturer or wine retailer, or be the owner,
proprietor or lessor of any place covered by any retail table wine license. No licensee licensed
under this chapter, shall directly or indirectly own any stock of, or have any financial interest
in, any other class of business licensed under this...
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41-9-294
Section 41-9-294 Permit etc., for exploration or excavation. (a) Any qualified individual,
company, corporation, or public institution desiring to conduct any type of exploration or
excavation of cultural resources shall first make application to the commission for a permit
or contract to conduct the operation. If the commission finds that the granting of a permit
or contract is in the best interest of the state, it may, subject to the other provisions
of this division, grant the applicant a permit or contract for a period of time and under
those terms and conditions as the commission considers to be in the best interest of the state.
(b) Holders of permits or contracts shall be responsible for obtaining permission of any federal
agencies having jurisdiction, including, but not limited to, the United States Department
of the Navy and the United States Army Corps of Engineers, prior to conducting those activities.
(c) Permits or contracts may be issued or made for any of the following...
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10A-2-3.04
Section 10A-2-3.04 Ultra vires. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided in subsection
(b), the validity of corporate action may not be challenged on the ground that the corporation
lacks or lacked power to act. (b) A corporation's power to act may be challenged: (1) In a
proceeding by a shareholder against the corporation to enjoin the act; (2) In a proceeding
by the corporation, directly, derivatively, or through a receiver, trustee, or other legal
representative, against an incumbent or former director, officer, employee, or agent of the
corporation; or (3) In a proceeding by the Attorney General under Section 10A-2-14.30. (c)
In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate
act, the court may enjoin or set aside the act, if equitable and if all affected persons are
parties to the proceeding, and may award damages for loss, other than...
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10A-2-8.60
Section 10A-2-8.60 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Conflicting
interest" with respect to a corporation means the interest a director of the corporation
has respecting a transaction effected or proposed to be effected by the corporation, or by
a subsidiary of the corporation or any other entity in which the corporation has a controlling
interest, if: (i) Whether or not the transaction is brought before the board of directors
of the corporation for action, the director knows at the time of commitment that he or she
or a related person is a party to the transaction or has a beneficial interest in or so closely
linked to the transaction and of the financial significance to the director or a related person
that the interest would reasonably be expected to exert an influence on the director's judgement
if the director were called upon to vote on the transaction; or...
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10A-20-5.03
Section 10A-20-5.03 Disposition of property of educational corporations where the stockholders
are unknown or the number of shares is unknown. (a) Where the charter of any educational corporation
organized under the laws of this state, general or special, provides for the issuance of stock
and the stockholders are unknown or where the amount or number of shares are unknown, the
property of the corporation may be disposed of as follows: The acting trustees or directors
having peaceable charge of the business and property of the corporation, whether legally elected
or not, may contract to sell or otherwise dispose of the property of the corporation in the
manner as they may deem best to carry out the purpose of the corporation, which action must
be concurred in by a majority of the acting trustees or directors. (b) Within 30 days after
making the contract or agreement, the trustees or directors shall cause to be filed in the
name of the corporation, in the circuit court of the county in...
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10A-2A-3.04
Section 10A-2A-3.04 Lack of power to act. THIS SECTION WAS AMENDED BY ACT 2020-73 IN THE 2020
REGULAR SESSION, EFFECTIVE JANUARY 1, 2021. TO SEE THE AMENDED VERSION, SEE THE SECOND VERSION
LABELED PENDING. (a) Except as provided in subsection (b), the validity of corporate action
may not be challenged on the ground that the corporation lacks or lacked power to act. (b)
A corporation's power to act may be challenged: (1) in a proceeding by a stockholder against
the corporation to enjoin the act; (2) in a proceeding by the corporation, directly, derivatively,
or through a receiver, trustee, or other legal representative, against an incumbent or former
director, officer, employee, or agent of the corporation; or (3) in a proceeding by the Attorney
General under Section 10A-2A-14.10. (c) In a stockholder's proceeding under subsection (b)(1)
to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable
and if all affected persons are parties to the...
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10A-3-2.44
Section 10A-3-2.44 Assertion of lack of capacity or power; defense of ultra vires No act of
a nonprofit corporation and no conveyance or transfer of real or personal property to or by
a nonprofit corporation shall be invalid by reason of the fact that the corporation was without
capacity of power to do an act or to make or receive a conveyance or transfer, but lack of
capacity of power may be asserted: (1) In a proceeding by a member or a director against the
nonprofit corporation to enjoin the doing or continuation of unauthorized acts, or the transfer
of real or personal property by or to the nonprofit corporation. If the unauthorized acts
or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract
to which the nonprofit corporation is a party, the court may, if all of the parties to the
contract are parties to the proceeding and if it deems the same to be equitable, set aside
and enjoin the performance of the contract, and in so doing may allow to...
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