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10A-2-7.32
Section 10A-2-7.32 Shareholder agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement among
the shareholders of a corporation that complies with this section is effective among the shareholders
and the corporation even though it is inconsistent with one or more provisions of this chapter
in that it: (1) Eliminates the authority of the board of directors or restricts the discretion
or powers of the board of directors; (2) Governs the authorization or making of distributions
whether or not in proportion to ownership of shares, subject to the limitations in Section
10A-2-6.40; (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 shareholders
and directors or by or among any of them, including use of...
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10A-2A-1.45
Section 10A-2A-1.45 Definitions. In this article: (1) "Corporate action" means any
action taken by or on behalf of the corporation, including any action taken by the incorporator,
the board of directors, a committee of the board of directors, an officer or agent of the
corporation or the stockholders. (2) "Date of the defective corporate action" means
the date (or the approximate date, if the exact date is unknown) the defective corporate action
was purported to have been taken. (3) "Defective corporate action" means (i) any
corporate action purportedly taken that is, and at the time such corporate action was purportedly
taken would have been, within the power of the corporation, but is void or voidable due to
a failure of authorization, and (ii) an overissue. (4) "Failure of authorization"
means the failure to authorize, approve, or otherwise effect a corporate action in compliance
with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate
resolution,...
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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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11-65-6
Section 11-65-6 Incorporation of commission. The five persons initially designated as members
of a commission shall become a corporation with the power and authority provided in this chapter
by proceeding according to the provisions of this chapter. To become a corporation, the persons
so designated shall present to the Secretary of State an application signed by them which
shall contain the following: (1) A statement that the applicants propose to incorporate a
commission pursuant to this chapter; (2) The name and principal residence of each of the applicants;
(3) The date on which each applicant who is not an ex officio member was appointed as a member
and the expiration date of the term for which he was appointed; (4) The term of office for
each applicant who is an ex officio member; (5) The name of the proposed corporation, which
shall be "The _____ [name of the sponsoring municipality] Racing Commission"; (6)
The location of the principal office of the proposed corporation, which...
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5-7A-23
Section 5-7A-23 Declaration of incorporation. Before the issuing of such certificate by the
superintendent a majority of the directors of such bank shall file in the office of the official
or officials with which a certificate of incorporation would be filed under the business corporation
laws of this state a declaration of incorporation, which shall show: (1) The name to be assumed
and used by the corporation; (2) The objects of the corporation, among which shall be the
conversion of a national bank with the name and description of the same, into a state bank
with all the power and authority that may be exercised by a state bank; (3) The location of
its principal office; (4) The amount of its total authorized capital and the amount of its
paid-in capital; (5) The name and post-office address of each officer and director; (6) The
time limit, if any, for the duration of the corporation; and (7) A certificate, acknowledged
before a notary public by a majority of the directors of the...
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35-8A-103
Section 35-8A-103 Definitions. In the declaration and bylaws, unless specifically provided
otherwise or the context otherwise requires, and in this chapter, the following terms are
defined as set forth below: (1) AFFILIATE OF A DECLARANT. Any person who controls, is controlled
by, or is under common control with a declarant. A person "controls" a declarant
if the person (i) is a general partner, officer, director, or employer of the declarant, (ii)
directly or indirectly or acting in concert with one or more other persons, or through one
or more subsidiaries, owns, controls, holds with power to vote, or holds proxies representing
more than 20 percent of the voting interest in the declarant, (iii) controls in any manner
the election of a majority of the directors of the declarant, or (iv) has contributed more
than 20 percent of the capital of the declarant. A person "is controlled by" a declarant
if the declarant (i) is a general partner, officer, director, or employer of the person,...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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25-5-11
Section 25-5-11 Actions against third parties jointly liable with employers for injuries or
death; actions for injury or death resulting from willful conduct; attorney's fees in settlements
with third parties. (a) If the injury or death for which compensation is payable under Articles
3 or 4 of this chapter was caused under circumstances also creating a legal liability for
damages on the part of any party other than the employer, whether or not the party is subject
to this chapter, the employee, or his or her dependents in case of death, may proceed against
the employer to recover compensation under this chapter or may agree with the employer upon
the compensation payable under this chapter, and at the same time, may bring an action against
the other party to recover damages for the injury or death, and the amount of the damages
shall be ascertained and determined without regard to this chapter. If a party, other than
the employer, is a workers' compensation insurance carrier of the...
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40-14B-1
Section 40-14B-1 Definitions. As used in this chapter, the following terms shall have the following
meanings: (1) AFFILIATE. An affiliate of another person shall include any of the following:
a. A person who directly or indirectly either: 1. Beneficially owns 15 percent or more of
the outstanding voting securities or other voting ownership interests of the other person,
whether through rights, options, convertible interests, or otherwise; or 2. Controls or holds
power to vote 15 percent or more of the outstanding voting securities or other voting ownership
interests of the other person. b. A person owning 15 percent or more of the outstanding voting
securities or other voting ownership interests of which are directly or indirectly either:
1. Beneficially owned by the other person, whether through rights, options, convertible interests,
or otherwise; or 2. Controlled or held with power to vote by the other person. c. A partnership
or limited liability company in which the other person...
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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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