2-10-93
Section 2-10-93 Organization generally; adoption of bylaws. A majority of the organizing members named in the articles of incorporation, at a time and place agreed upon in writing by all the said organizers, or when and where all are present, or upon call of a majority of such organizers upon five days' notice thereof, in writing, giving the time, place, and purposes of the meeting, mailed or delivered by hand to all of the other said organizing members, may make permanent organization of such corporation and adopt bylaws for the same, which bylaws may thereafter be amended or repealed by the members of such incorporated association in the manner provided in the bylaws. At such organization meeting, the members of the board of directors and such officers as provided for in this article and in the bylaws shall be elected. Each association incorporated under this article shall, within 30 days after its incorporation, adopt for its government and management bylaws not inconsistent with...
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10A-2A-7.32
Section 10A-2A-7.32 Stockholder agreements. (a) An agreement among the stockholders of a corporation that complies with this section is effective among the stockholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it: (1) eliminates the board of directors or restricts the discretion or powers of the board of directors; (2) governs the authorization or making of distributions, regardless of whether they are in proportion to ownership of stock, subject to the limitations in Section 10A-2A-6.40; (3) establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal; (4) governs, in general or in regard to specific matters, the exercise or division of voting power by or between the stockholders and directors or by or among any of them, including use of weighted voting rights or director proxies; (5) establishes the terms and conditions of any agreement for the transfer...
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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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11-20-73
Section 11-20-73 Powers of authority; execution of contracts; disposition of funds. (a) An agriculture authority shall have the following powers, which it may exercise in the agriculture authority's authorized operational area: (1) To have succession by its corporate name until dissolved as provided in this article. (2) To adopt bylaws making provisions for its actions not inconsistent with this article. (3) To institute and defend legal proceedings in any court of competent jurisdiction and proper venue; provided, however, that the board may not be sued in any trial court other than the courts of the county of incorporation; provided, further, that the officers, directors, agents, and employees of an agriculture authority may not be sued for their actions in behalf of the authority except for actions that are unreasonable or known by the person to be unlawful or are performed with reckless disregard for the lawfulness of such actions. (4) To plan for construction and development of an...
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11-50-316
Section 11-50-316 Execution, sale, etc., of bonds and refunding bonds of corporation; terms, denominations, etc., thereof; charge, application, etc., of revenues from systems for payment of bonds, etc., generally; vesting of title to systems in municipality and dissolution of corporation upon payment of bonds in full, etc. (a) All bonds issued by any such corporation organized or the certificate of incorporation of which is amended under this article shall be signed by the chairman of the board of directors or other chief executive officer and attested by its secretary, and the seal of such corporation shall be affixed thereto; provided that, if authorized by the board of directors of such corporation, said bonds may be executed with an engraved, imprinted, stamped, or otherwise reproduced facsimile of any signature or seal in lieu of a manually made signature or manually made impressment of the seal; provided further, that at least one signature required or permitted to be placed...
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22-21-74
Section 22-21-74 Incorporation - Certificate of incorporation - Filing; amendments. (a) The certificate of incorporation shall have attached thereto a certified copy of the resolution provided for in Section 22-21-73 and a certificate by the Secretary of State of the State of Alabama that the name proposed for the corporation is not identical with that of any other corporation in this state. The certificate of incorporation shall be signed and acknowledged by the incorporators before an officer authorized by the laws of this state to take acknowledgment of deeds and, with the documents attached, may be filed with the judge of probate of the county, who shall forthwith receive and record the same. When the certificate of incorporation and the documents attached have been filed as provided in this section, the corporation referred to therein and composed of the incorporators named therein shall come into existence and shall constitute a body corporate and politic under the name set forth...
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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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11-97-8
Section 11-97-8 Powers of corporation; location of facilities of corporation. (a) Every corporation shall have all of the powers necessary and convenient to carry out and effectuate the purposes and provisions of this chapter, including (without limiting the generality of the foregoing) the following powers: (1) To have succession in its corporate name for the duration of time (which may be in perpetuity, subject to the provisions of Section 11-97-22 hereof) specified in its certificate of incorporation; (2) To sue and be sued in its own name in civil suits and actions and to defend suits against it; (3) To adopt and make use of a corporate seal and to alter the same at pleasure; (4) To adopt, alter, and repeal bylaws, regulations, and rules, not inconsistent with the provisions of this chapter, for the regulation and conduct of its affairs and business; (5) To acquire, whether by gift, purchase, transfer, foreclosure, lease, or otherwise, to construct and to expand, improve, operate,...
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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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16-17A-21
Section 16-17A-21 Reincorporation. (a) Any public corporation that meets the criteria specified in subsection (b) may reincorporate as an authority under this chapter, and become subject to and governed by this chapter, as provided in this section. (b) A public corporation may reincorporate under this section if it satisfies both of the following: (1) The public corporation is a health care authority incorporated or reincorporated under Title 22, Chapter 21, Articles 11 and 11A. (2) The public corporation was incorporated with the approval of a university. (c) In order to reincorporate a qualifying public corporation as an authority, the following steps shall be completed: (1) The board of directors of the qualifying public corporation shall first adopt a resolution proposing articles of reincorporation. (2) After the adoption by the board of a resolution approving articles of reincorporation, the qualifying public corporation shall file with the sponsoring university a written request...
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