10A-2A-7.28
Section 10A-2A-7.28 Voting for directors; cumulative voting. (a) Unless otherwise provided in the certificate of incorporation, directors are elected by a plurality of the votes cast by the stock entitled to vote in the election at a meeting at which a quorum is present. (b) Stockholders do not have a right to cumulate their votes for directors unless the certificate of incorporation so provides. (c) A statement included in the certificate of incorporation that "[all] [a designated voting group of] stockholders are entitled to cumulate their votes for directors" (or words of similar import) means that the stockholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates. (d) Stock otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (1) the meeting...
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37-7-5
Section 37-7-5 Board of directors - Election; expenses; president; secretary. Each corporation formed under this chapter shall have a board of directors, which board shall constitute the governing body of the corporation. The directors of the corporation, other than those named in its certificate of incorporation, shall be elected annually by the members entitled to vote therefor. The directors must be members and shall not be entitled to compensation for their services but shall be entitled to reimbursement for expenses incurred by them in the performance of their duties. The board shall elect annually from its own number a president and a secretary. (Acts 1935, No. 45, p. 100; Code 1940, T. 18, ยง14.)...
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10A-2A-10.03
Section 10A-2A-10.03 Amendment by board of directors and stockholders. If a corporation has issued stock, an amendment to the certificate of incorporation shall be adopted in the following manner: (a) The proposed amendment shall first be adopted by the board of directors. (b) Except as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment shall then be approved by the stockholders. In submitting the proposed amendment to the stockholders for approval, the board of directors shall recommend that the stockholders approve the amendment, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors must inform the stockholders of the basis for its so proceeding. (c) The board of directors may set conditions for the approval of the amendment by the stockholders or the...
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10A-2A-7.21
Section 10A-2A-7.21 Voting entitlement of stock. (a) Except as provided in subsections (b) and (d) or unless the certificate of incorporation provides otherwise, each outstanding share of stock, regardless of class or series, is entitled to one vote on each matter voted on at a stockholders' meeting. Only stock is entitled to vote. (b) Stock of a corporation is not entitled to vote if it is owned by or otherwise belongs to the corporation directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation. (c) Stock held by the corporation in a fiduciary capacity for the benefit of any person is entitled to vote unless it is held for the benefit of, or otherwise belongs to, the corporation directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.21.htm - 1K - Match Info - Similar pages
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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10A-2A-7.04
Section 10A-2A-7.04 Action without meeting. (a) Unless otherwise provided in the certificate of incorporation, any action required or permitted by this chapter to be taken at any meeting of the stockholders may be taken without a meeting, and without prior notice, if one or more consents in writing setting forth the action so taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares of stock entitled to vote on the action were present and voted; provided, however, that if a corporation's certificate of incorporation authorizes stockholders to cumulate their votes when electing directors pursuant to Section 10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action must be evidenced by one or more written consents describing the action taken, signed by the stockholders approving the action and delivered to the corporation...
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10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (a) "Certificate of formation," with respect to a limited liability company, means the certificate provided for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent limited liability company" means a constituent organization that is a limited liability company. (c) "Constituent organization" means an organization that is party to a merger under Article 10. (d) "Converted organization" means the organization into which a converting organization converts pursuant to Article 10. (e) "Converting limited liability company" means a converting organization that is a limited liability company. (f) "Converting organization" means an organization that converts into another organization pursuant to Article 10. (g) "Disqualified person" means any person who is not a qualified person. (h) "Distribution" except...
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37-7-19
Section 37-7-19 Dissolution. Any corporation created under this chapter may be dissolved by filing in the Office of the Secretary of State a certificate which shall be entitled and endorsed "CERTIFICATE OF DISSOLUTION of _____" (the blank space being filled in with the name of the corporation) and shall state: The name of the corporation and, if such corporation is a corporation resulting from a consolidation as provided in this chapter, the names of the original corporation; the date of filing of the certificate of incorporation in the Office of the Secretary of State and, if such corporation is a corporation resulting from a consolidation as provided in this chapter, the dates on which the certificates of incorporation of the original corporations were filed in the Office of the Secretary of State; the fact that the corporation elects to dissolve; the name and post office address of each of its directors and the name, title and post office address of each of its officers. Such...
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37-7-21
Section 37-7-21 Amendment of certificate of incorporation. A corporation created under this chapter may amend its certificate of incorporation to change its corporate name, to increase or reduce the number of its directors or to change any other provision therein, provided, however, that no corporation shall amend its certificate of incorporation to embody therein any purpose, power or provision which would not be authorized if its original certificate, including such additional or changed purpose, power or provision, were offered for filing at the time a certificate under this section is offered. Such amendment may be accomplished by filing a certificate which shall be entitled and endorsed "CERTIFICATE OF AMENDMENT OF _____ ELECTRIC MEMBERSHIP CORPORATION" and state: The name of the corporation, and if it has been changed, the name under which it was originally incorporated; the date of filing the certificate of incorporation in each public office where filed; the purposes, powers or...
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4-3-41
Section 4-3-41 Authority and procedure for incorporation; reincorporation of existing airport authorities. (a) Pursuant to the provisions of this article, airport authorities may be organized as public corporations with the powers set forth in this article. To organize such a corporation, not less than three natural persons shall file with the governing body of any county or any municipality an application in writing for permission to incorporate a public corporation under the provisions of this article and shall attach to such application a proposed form of certificate of incorporation for such corporation. If each governing body with which the application is filed shall adopt a resolution (which need not be published or posted) approving the form of such certificate of incorporation and authorizing the formation of such a public corporation, then said applicants shall become the incorporators of and shall proceed to incorporate the authority as a public corporation in the manner...
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