10A-3-2.43
Section 10A-3-2.43 Power to indemnify directors or officers. Each nonprofit corporation shall
have the power to indemnify any director or officer or former director or officer of the corporation,
or any person who may have served at its request as a director or officer of another corporation,
whether profit or nonprofit, in which it owns shares of capital stock or of which it is a
creditor, against expenses actually and reasonably incurred by him or her in connection with
the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made
a party by reason of being or having been such director or officer, except in relation to
matters as to which he or she shall be adjudged in the action, suit, or proceeding to be liable
for negligence or misconduct in the performance of his or her duty; and to make any other
indemnification that shall be authorized by the governing documents of the nonprofit corporation,
vote of the board of directors, or resolution adopted...
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10A-30-2.12
Section 10A-30-2.12 Shareholders' option to dissolve corporation; applicable to corporations
formed as close corporations or electing close corporation status prior to January 1, 1995.
(a) The certificate of formation of any close corporation may include a provision granting
to any shareholder, or to the holders of any specified number or percentage of shares of any
class of shares, an option to have the corporation dissolved at will or upon the occurrence
of any specified event or contingency. Whenever any such option to dissolve is exercised,
the shareholders exercising the option shall give written notice thereof to all other shareholders.
After the expiration of 30 days following the sending of the notice, the dissolution of the
corporation shall proceed as if the required number of shareholders having voting power had
consented in writing to dissolution of the corporation as provided by the Alabama Business
Corporation Law. (b) If the certificate of formation as originally filed...
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10A-2A-17.03
Section 10A-2A-17.03 Certain amendments and transactions; votes required. (a) Unless the certificate
of incorporation requires a greater vote, in addition to any other approval of stockholders
required under this chapter, the approval of at least two-thirds of the votes entitled to
be cast thereon, and, if any class or series of stock is entitled to vote as a separate group
thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting
group, shall be required for a corporation that is not a benefit corporation to: (1) amend
its certificate of incorporation to include a statement that it is subject to this article;
or (2)(i) merge with or into another entity, or effect a conversion, if, as a result of the
merger or conversion, the stock of any voting group would become, or be converted into or
exchanged for the right to receive, stock of a benefit corporation or stock or interests in
an entity subject to provisions of organic law analogous to those in this...
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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,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50-313.htm - 9K - Match Info - Similar pages

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-3-5.01
Section 10A-3-5.01 Procedure for merger. (a) Any two or more domestic nonprofit corporations
may merge into one of the corporations pursuant to a plan of merger approved in the manner
provided in this chapter. (b) Each nonprofit corporation shall adopt a plan of merger setting
forth: (1) The names of the nonprofit corporations proposing to merge, and the name of the
nonprofit corporation into which they propose to merge, which is hereinafter designated as
the surviving nonprofit corporation. (2) The terms and conditions of the proposed merger.
(3) A statement of any changes in the certificate of formation of the surviving nonprofit
corporation to be effected by the merger. (4) The other provisions with respect to the proposed
merger as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §41; §10-3A-100;
amended and renumbered by Act 2009-513, p. 967, §187.)...
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10A-3-5.02
Section 10A-3-5.02 Procedure for consolidation. (a) Any two or more domestic nonprofit corporations
may consolidate into a new nonprofit corporation pursuant to a plan of consolidation approved
in the manner provided in this chapter. (b) Each nonprofit corporation shall adopt a plan
of consolidation setting forth: (1) The names of the nonprofit corporations proposing to consolidate,
and the name of the new nonprofit corporation into which they propose to consolidate, which
is hereinafter designated as the new nonprofit corporation. (2) The terms and conditions of
the proposed consolidation. (3) With respect to the new nonprofit corporation, all of the
statements required to be set forth in the certificate of formation for nonprofit corporations
organized under this chapter. (4) The other provisions with respect to the proposed consolidation
as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §42; §10-3A-101; amended
and renumbered by Act 2009-513, p. 967, §187.)...
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22-21-174
Section 22-21-174 Incorporation - Certificate of incorporation - Amendment. The certificate
of incorporation of any public corporation incorporated under this article may, at any time
and from time to time, be amended in the following manner: (1) The board of directors of the
corporation shall adopt a resolution setting forth the proposed amendment, which may include
any proposed change in the name of such corporation, the inclusion of another municipality
or municipalities as members thereof (provided each of such other municipalities is located,
in whole or in part, in the county which is a member of the corporation) and any matter which
might originally have been included in the certificate of incorporation. (2) If the governing
body of the county and of each other member of the corporation and the governing body of each
municipality, if any, which it is proposed shall be added as a member of the corporation shall
by resolution consent to such proposed amendment, the chairman and...
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22-21-358
Section 22-21-358 Powers of authorities. 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 or
certificate of reincorporation to the contrary, an authority shall (to the extent at the time
not prohibited by the Constitution of Alabama) have the following powers, together with all
powers incidental thereto or necessary to the discharge thereof in corporate form: (1) To
participate as a shareholder in a corporation, as a joint venturer in a joint venture, as
a general or limited partner in a limited partnership or a general partnership, as a member
in a nonprofit corporation or as a member of any other lawful form of business organization,
which provides health care or engages in activities related thereto; (2) To make or arrange
for loans, contributions to capital and other debt and equity financing for the activities
of any corporation of which such authority is a shareholder, any joint venture...
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10A-17-1.04
Section 10A-17-1.04 Governance. (a) A nonprofit association may adopt written rules for its
regulation, management, governance and dissolution. (b) As to matters not addressed by written
rules, the following rules shall apply: (1) A member of a nonprofit association shall be entitled
to participate in the governance of the association. A majority of the votes cast on a matter
by members present and voting at a properly called meeting shall govern as to that matter.
(2) As to any matter not determined by vote, the association may take action in accordance
with its settled practices. (c) A member acting on behalf of the association shall discharge
his or her duties in a manner the member reasonably believes to be in the best interest of
the association. (Acts 1995, No. 95-527, p. 1064, §4; §10-3B-4; amended and renumbered by
Act 2009-513, p. 967, §320.)...
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