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10A-2-14.03
Section 10A-2-14.03 Articles of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) At any time after
dissolution is authorized, the corporation may dissolve by delivering to the judge of probate
for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The
date dissolution was authorized; (3) If dissolution was approved by the shareholders: (i)
The number of votes entitled to be cast on the proposal to dissolve; and (ii) Either the total
number of votes cast for and against dissolution or the total number of undisputed votes cast
for dissolution and a statement that the number cast for dissolution was sufficient for approval.
(4) If voting by voting groups was required, the information required by subparagraph (3)
must be separately provided for each voting group entitled to vote separately on the plan
to dissolve. (5) If dissolution was approved by written consent of...
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10A-2A-13.40
Section 10A-2A-13.40 Other remedies limited. (a) The legality of a proposed or completed corporate
action described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action
be enjoined, set aside or rescinded, in a legal or equitable proceeding by a stockholder after
the stockholders have approved the corporate action. (b) Subsection (a) does not apply to
a corporate action that: (1) was not authorized and approved in accordance with the applicable
provisions of: (i) Article 9, 10, 11, or 12 of this chapter or Article 8 of Chapter 1; (ii)
the certificate of incorporation or bylaws; or (iii) the resolution of the board of directors
authorizing the corporate action; (2) was procured as a result of fraud, a material misrepresentation,
or an omission of a material fact necessary to make statements made, in light of the circumstances
in which they were made, not misleading; (3) is an interested transaction, unless it has been
recommended by the board of directors in the...
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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,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.02.htm - 4K - Match Info - Similar pages
11-22-6
Section 11-22-6 Certificate of incorporation - Amendments. If any corporation formed under
this chapter has accidentally or inadvertently failed to comply with the requirements hereof
in its organization, such omission or defect may be corrected by filing an amendment as provided
in this section. The certificate of incorporation of any corporation formed under this chapter
may also at any time and from time to time be amended so as to make any changes therein and
add any provisions thereto which might have been included in the certificate of incorporation
in the first instance. Any amendment shall be effected in the following manner: The members
of the board of directors of the corporation shall file with the governing body of the county
an application in writing seeking permission to amend the certificate of incorporation, specifying
in such application the amendment proposed to be made. Such governing body shall consider
such application and, if it shall by appropriate resolution...
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11-60-6
Section 11-60-6 Certificate of incorporation - Amendment. If any corporation formed under this
chapter has accidentally or inadvertently failed to comply with the requirements of this chapter
in its organization, such omission or defect may be corrected by filing an amendment as provided
in this section. The certificate of incorporation of any corporation formed under this chapter
may also at any time and from time to time be amended so as to make any changes therein and
add any provisions thereto which might have been included in the certificate of incorporation
in the first instance. Any amendment shall be effected in the following manner: The members
of the board of directors of the corporation shall file with the governing body of the municipality
an application in writing seeking permission to amend the certificate of incorporation, specifying
in such application the amendment proposed to be made. Such governing body shall consider
such application and, if it shall by appropriate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-60-6.htm - 2K - Match Info - Similar pages
27-14-11.1
Section 27-14-11.1 Contents of policies - Denial or reduction of benefits due to Medicaid eligibility
void. (a) For purposes of this section, "private insurer" is defined as any of the
following: (1) Any commercial insurance company offering health or casualty insurance to individuals
or groups, including both experience-rated contracts and indemnity contracts. (2) Any profit
or nonprofit prepaid plan offering either medical services or full or partial payment for
the diagnosis or treatment of an injury, disease, or disability. (3) Any organization administering
health or casualty insurance plans for professional associations, unions, fraternal groups,
employer-employee benefit plans, and any similar organization offering these payments or services,
including self-insured and self-funded plans. (4) Any health insurer, including group health
plans, as defined in Section 607(1) of the Employee Retirement Income Security Act of 1974,
self-insured plans, service benefit plans, managed care...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-14-11.1.htm - 3K - Match Info - Similar pages
27-29-1
Section 27-29-1 Definitions. For purposes of this chapter, unless otherwise stated, the following
terms shall have the meanings respectively ascribed to them by this section: (1) AFFILIATE.
The term shall include an affiliate of, or person affiliated with, a specific person, and
shall mean a person that directly, or indirectly through one or more intermediaries, controls,
or is controlled by, or is under common control with, the person specified. (2) COMMISSIONER.
The Commissioner of Insurance, his or her deputies, or the Insurance Department as appropriate.
(3) CONTROL. The term shall include controlling, controlled by, or under common control with
and shall mean the possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a person, whether through the ownership of voting securities,
by contract other than a commercial contract for goods or nonmanagement services, or otherwise,
unless the power is the result of an official...
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45-8A-22.118
Section 45-8A-22.118 Maximum benefits; limitations; adjustments. (a) Annual Benefit and Final
Regulations Under Internal Revenue Code Section 415. (1) Annual Benefit. For purposes of this
section, "annual benefit" means the benefit payable annually under the terms of
the plan, exclusive of any benefit not required to be considered for purposes of applying
the limitations of Internal Revenue Code Section 415 to the plan, in the form of a straight
life annuity with no ancillary benefits. If the benefit is payable in any other form, the
annual benefit shall be adjusted to the equivalent of a straight life annuity pursuant to
subsection (c). (2) Final Regulations Under Internal Revenue Code Section 415. Notwithstanding
anything in this section to the contrary, the following provisions apply beginning on or after
January 1, 1976, except as otherwise provided in this section. a. Incorporation by Reference.
The limitations, adjustments, and other requirements prescribed in the plan shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-8A-22.118.htm - 30K - Match Info - Similar pages
9-9-29
Section 9-9-29 Filing of exceptions to report; hearing upon exceptions and report; approval
and confirmation of report; dismissal of proceedings and dissolution of district; transmittance
of copies of court decree and report of viewers; filing fee. On or before the day set for
the hearing of the final report of the board of viewers, the water management district or
any owner of land or other property in said district or any person having an interest in any
lands or other property within said district may file exceptions to said report or to any
assessment for either benefits or damages. All exceptions shall be heard by the court and
determined in a summary manner so as to carry out liberally the purposes and needs of the
district. If it appears to the satisfaction of the court, after having heard and determined
all of said exceptions, that the estimated cost of constructing the improvements contemplated
in the plan of water management or, in the case of a Public Law 566 watershed...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/9-9-29.htm - 3K - Match Info - Similar pages
10A-2A-14.14
Section 10A-2A-14.14 Election to purchase in lieu of dissolution. (a) In a proceeding under
Section 10A-2A-14.10(a)(2) to dissolve a corporation, the corporation may elect or, if it
fails to elect, one or more stockholders may elect to purchase all stock owned by the petitioning
stockholder at the fair value of the stock. An election pursuant to this section shall be
irrevocable unless the court determines that it is equitable to set aside or modify the election.
(b) An election to purchase pursuant to this section may be filed with the court at any time
within 90 days after the filing of the petition under Section 10A-2A-14.10(a)(2) or at a later
time as the court in its discretion may allow. If the election to purchase is filed by one
or more stockholders, the corporation shall, within 10 days thereafter, give written notice
to all stockholders, other than the petitioner. The notice must state the name and number
of shares of stock owned by the petitioner and the name and number of...
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