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10A-3-5.04
Section 10A-3-5.04 Articles of merger or consolidation. (a) Upon the approval, articles of
merger or articles of consolidation shall be executed for each nonprofit corporation by its
president or a vice president, and by its secretary or an assistant secretary, and verified
by one of the officers signing the articles, and shall set forth: (1) The plan of merger or
the plan of consolidation; (2) If the members of any merging or consolidating nonprofit corporation
are entitled to vote thereon, then as to each nonprofit corporation (i) a statement setting
forth the date of the meeting of members at which the plan was adopted, that a quorum was
present at the meeting, and that the plan received at least two-thirds of the votes entitled
to be cast by members present or represented by proxy at the meeting, or (ii) a statement
that the amendment was adopted by a consent in writing signed by all members entitled to vote
with respect thereto; and (3) If any merging or consolidating nonprofit...
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10A-3-2.14
Section 10A-3-2.14 Action by members or directors without meeting. Any action required by this
title or this chapter to be taken at a meeting of the members or directors of a nonprofit
corporation or any action which may be taken at a meeting of the members or directors or of
a committee of directors may be taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all of the members entitled to vote with respect to the
subject matter thereof, all of the directors or all of the members of the committee of directors,
as the case may be. The consent shall have the same force and effect as a unanimous vote and
may be stated as such in any filing instrument filed with the Secretary of State. (Acts 1984,
No. 84-290, p. 502, §25; §10-3A-40; amended and renumbered by Act 2009-513, p. 967, §171;
Act 2020-73, §10.)...
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10A-2A-16.05
Section 10A-2A-16.05 Inspection rights of directors. (a) A director of a corporation is entitled
to inspect and copy the books, records, and documents of the corporation at any reasonable
time to the extent reasonably related to the performance of the director's duties as a director,
including duties as a member of a board committee, but not for any other purpose or in any
manner that would violate any duty to the corporation. (b) The designated court, and if none,
the circuit court for the county in which the corporation's principal office is located in
this state, and if none in this state, the circuit court for the county in which the corporation's
most recent registered office is located may order inspection and copying of the books, records,
and documents at the corporation's expense, upon application of a director who has been refused
inspection rights, unless the corporation establishes that the director is not entitled to
inspection rights. The court shall dispose of an...
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10A-3-2.13
Section 10A-3-2.13 Place and notice of directors' meetings; committee meetings. (a) Meetings
of the board of directors, regular or special, may be held either within or without Alabama.
(b) Regular meetings of the board of directors or any committee designated thereby may be
held with or without notice as prescribed in the bylaws. Special meetings of the board of
directors or any committee designated thereby shall be held upon the notice prescribed in
the bylaws. Attendance of a director at a meeting shall constitute a waiver of notice of the
meeting, except where a director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special meeting of the
board of directors or any committee designated thereby need be specified in the notice of
the meeting or the waiver of notice unless required by the bylaws. (c) Except as...
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11-50-313
Section 11-50-313 Board of directors. (a) Each corporation formed or the certificate of incorporation
of which is amended under this article shall have a board of directors which shall constitute
the governing body of the corporation, which board shall consist of at least three members.
In any Class 4 municipality which has adopted a mayor-council form of government pursuant
to Chapter 43B (commencing with Section 11-43B-1) of this title, any corporation formed pursuant
to this chapter may have a governing body which shall consist of seven members. Any corporation,
located in any Class 5 municipality, which is governed by a local law enacted in the 1995
Regular Session may have a governing body which shall consist of seven members. No fee shall
be paid to any director for services rendered with respect to a sanitary sewer system. In
any instance where the system or systems owned and operated by the corporation are any one
or more of a water system, a gas system, and an electric system,...
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22-51-14
Section 22-51-14 Appropriations by local governing bodies. The governing bodies which are entitled
to appoint a member of the board of directors are hereby authorized to appropriate their respective
shares of the cost of construction of the facilities as determined upon by agreement between
the board of directors and the respective governing bodies; and the said governing bodies
are hereby authorized to appropriate their respective shares of the cost of operating such
programs as the corporation shall have elected to implement, as determined by agreement between
the Alabama Department of Mental Health, the board of directors and the respective governing
bodies, notwithstanding the fact that the said facilities may be located in a county other
than the county whose governing body makes the said appropriations. (Acts 1967, No. 310, p.
853, §12.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-51-14.htm - 1K - Match Info - Similar pages
10A-2-7.21
Section 10A-2-7.21 Voting entitlement of shares. 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 subsections (b) and (c) or unless the articles of incorporation provide otherwise,
each outstanding share, regardless of class, is entitled to one vote on each matter voted
on at a shareholders' meeting. Only shares are entitled to vote. (b) The shares of a corporation
are not entitled to vote if they are owned, directly or indirectly, by a second corporation,
domestic or foreign, and the first corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation, unless a court of competent
jurisdiction determines that the voting of the shares is not for the purpose of perpetuation
of management or other improper purpose. (c) Subsection (b) does not limit the power of a
corporation to vote any shares, including its own shares, held by it...
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10A-2A-7.20
Section 10A-2A-7.20 Stockholders' list for meeting. (a) After fixing a record date for a meeting,
a corporation shall prepare an alphabetical list of the names of all its stockholders who
are entitled to notice of a stockholders' meeting. If the board of directors fixes a different
record date under Section 10A-2A-7.07(e) to determine the stockholders entitled to vote at
the meeting, a corporation also shall prepare an alphabetical list of the names of all its
stockholders who are entitled to vote at the meeting. A list must be arranged by voting group
(and within each voting group by class or series of stock) and show the address of and number
of shares of stock held by each stockholder. If the corporation has an electronic mail address
for a stockholder and the corporation uses that electronic mail address to send notices and
other communications to that stockholder, then the corporation shall include that electronic
mail address on the stockholders' list. (b) The stockholders' list...
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11-89C-7
Section 11-89C-7 Public corporation to be nonprofit; dissolution. Any public corporation shall
be a nonprofit corporation, and no part of its net earnings shall inure to the benefit of
any individual, firm, or corporation. In the event of dissolution of a public corporation,
if the board of directors of the public corporation determines that sufficient provision has
been made for the full payment of the expenses and other obligations, then any net earnings
thereafter existing shall be paid to the member governing bodies of the public corporation
provided, such amounts so paid out shall only be used by the member governing bodies for storm
water purposes and no other purpose. (Acts 1995, No. 95-775, p. 1835, §7.)...
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10A-2A-10.22
Section 10A-2A-10.22 Bylaw provisions relating to the election of directors. (a) Unless the
certificate of incorporation (i) specifically prohibits the adoption of a bylaw pursuant to
this section, (ii) alters the vote specified in Section 10A-2A-7.28(a), or (iii) provides
for cumulative voting, a corporation may elect in its bylaws to be governed in the election
of directors as follows: (1) each vote entitled to be cast may be voted for or against up
to that number of candidates that is equal to the number of directors to be elected, or a
stockholder may indicate an abstention, but without cumulating the votes; (2) to be elected,
a nominee shall have received a plurality of the votes cast by holders of stock entitled to
vote in the election at a meeting at which a quorum is present, provided that a nominee who
is elected but receives more votes against than for election shall serve as a director for
a term that shall terminate on the date that is the earlier of (i) 90 days from the...
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