10A-3-5.06
Section 10A-3-5.06 Merger or consolidation of domestic and foreign nonprofit corporations. (a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations may be merged or consolidated in the following manner, if the merger or consolidation is permitted by the laws of the state under which each foreign nonprofit corporation is organized: (1) Each domestic nonprofit corporation shall comply with the provisions of this title with respect to the merger or consolidation, as the case may be, of domestic nonprofit corporations and each foreign nonprofit corporation shall comply with the applicable provisions of the laws of the state under which it is organized. (2) If the surviving or new nonprofit corporation, as the case may be, is to be governed by the laws of any state other than Alabama, it shall comply with the provisions of this title with respect to foreign entities if it is to conduct affairs in Alabama, and in every case it shall be deemed to have...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-5.06.htm - 2K - Match Info - Similar pages
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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-2.02.htm - 2K - Match Info - Similar pages
10A-20-7.09
Section 10A-20-7.09 Powers of stockholders and members. (a) The stockholders and the members of the corporation shall have the following powers of the corporation: (1) To determine the number of and elect directors as provided in Section 10A-20-7.07. (2) To make, amend, and repeal bylaws. (3) To amend this charter as provided in Section 10A-20-7.20. (4) To dissolve the corporation as provided in Section 10A-20-7.22. (5) To do all things necessary or desirable to secure aid, assistance loans, and other financing from any financial institutions and from any agency established under the Small Business Investment Act of 1958, or other similar federal laws now or hereafter enacted. (6) To exercise the other of the powers of the corporation consistent with this article as may be conferred on the stockholders and the members by the bylaws. (b) As to all matters requiring action by the stockholders and the members of the corporation, the stockholders and members shall vote separately thereon...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.09.htm - 2K - Match Info - Similar pages
22-21-341
Section 22-21-341 Reincorporation of existing corporations. Any public hospital corporation may be reincorporated under this article, avail itself of all rights, powers and privileges and become subject to all duties, obligations and responsibilities conferred or imposed by this article, in the following manner: (1) The board of directors or other governing body of such public hospital corporation shall adopt a resolution stating that it proposes and applies for permission to reincorporate hereunder and containing a form of proposed certificate of reincorporation, which such certificate of reincorporation shall include, with the necessary changes in detail, the information required to be included in a certificate of incorporation described in Section 22-21-314 other than that referred to in subdivision (b) (1) thereof. (2) Such public hospital corporation shall as promptly as practicable thereafter file a certified copy of such resolution with the governing body of each county or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-341.htm - 3K - Match Info - Similar pages
22-51-8
Section 22-51-8 Board of directors - Composition; appointment, qualifications, terms and compensation of members; vacancies; executive committee. Each corporation shall be governed by a board of directors of nine or more members, selected as provided in this section. Each governing body which authorized the formation of the corporation shall appoint three members of the said board of directors; provided, that if the area to be served by the corporation shall be located wholly within an area governed by a single governing body, the said governing body shall appoint nine members to the said board; provided further, that if the said area to be served shall be located wholly within an area governed by at least two, but not more than two, governing bodies, or if the formation of the board was authorized by only two governing bodies, each of the said governing bodies shall be entitled to appoint at least five members of the said board, or such other number as may be provided by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-51-8.htm - 2K - Match Info - Similar pages
10A-2A-12.02
Section 10A-2A-12.02 Stockholder approval of certain dispositions. (a) A sale, lease, exchange, or other disposition of assets, other than a disposition described in Section 10A-2A-12.01, requires approval of the corporation's stockholders if the disposition would leave the corporation without a significant continuing business activity. A corporation will conclusively be deemed to have retained a significant continuing business activity if it retains a business activity that represented, for the corporation and its subsidiaries on a consolidated basis, at least (i) 25 percent of total assets at the end of the most recently completed fiscal year, and (ii) either 25 percent of either income from continuing operations before taxes or 25 percent of revenues from continuing operations, in each case for the most recently completed fiscal year. (b) To obtain the approval of the stockholders under subsection (a) the board of directors shall first adopt a resolution authorizing the disposition....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-12.02.htm - 4K - Match Info - Similar pages
11-54B-11
Section 11-54B-11 District management corporation limits, powers, and duties. (a) District management corporations shall be incorporated under the Alabama Nonprofit Corporation Act (Chapter 3A of Title 10) and shall exercise their powers in a manner consistent with such act. (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 must provide the following: (1) That the property, business, and affairs of the corporation shall be managed by a board of directors. (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 such groups will serve for initial terms of one (1), two (2) and three (3) years respectively, and that all directors thereafter elected by the board of directors shall serve for a term of three (3) years. (4)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54B-11.htm - 6K - Match Info - Similar pages
11-47-218
Section 11-47-218 Powers of authorities generally; location of projects; exercise of power of eminent domain. (a) In addition to all other powers at any time conferred on it by law, and subject to any express provisions of its certificate of incorporation to the contrary, an authority shall have the following lawful powers, together with all powers incidental thereto or necessary to discharge thereof in the corporate form: (1) To have succession by its corporate name in perpetuity or for the duration specified in its certificate of incorporation. (2) To sue and be sued in its own name in civil actions and to defend actions 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 this article or its certificate of incorporation, for the regulation and conduct of the affairs and business of the authority. (5) To acquire, receive, take, and hold, whether by purchase,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-47-218.htm - 12K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54B-50.htm - 5K - Match Info - Similar pages
2-10-35
Section 2-10-35 Dissolution of marketing or marketing and purchasing associations. (a) Any cooperative marketing corporation or association or mutual cooperative marketing or purchasing corporation or association organized under the laws of this state, may be dissolved in the mode and manner following: (1) In any mode or manner now provided by law in this state for the dissolution of corporations; (2) By proceedings in the circuit court in the county wherein the corporation or association was organized, under its statutory jurisdiction; or (3) By complaint in the circuit court in the county wherein the corporation or association was or may be organized, in the manner provided in subsections (b) and (c) of this section. (b) If the board of directors or other governing body shall deem it advisable to dissolve such corporation or association and shall adopt a resolution to that effect at any regular meeting of the board or other governing body or at any special meeting called for that...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/2-10-35.htm - 4K - Match Info - Similar pages
|