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33-15-4
Section 33-15-4 Composition of board of directors; appointment, qualifications and terms of
members; vacancies in office. The board of directors of the authority shall consist of 14
members, designated herein as directors, as follows: (1) The governing body of each of the
Counties of Marion, Colbert, Franklin, and Winston shall appoint a director of the authority
who shall be a person residing in the county whose governing body makes the appointment and
who shall be active in municipal, industrial, agricultural, commercial, or citizen organizations
engaged in promoting comprehensive and unified development of the resources of the Bear Creek
Watershed as a basis for its general economic growth. The term of office of each director
so appointed shall be six years, the term of the first directors so appointed to commence
on the date on which there shall be filed with the Judge of Probate of Franklin County the
certificate of incorporation provided for in Section 33-15-3. The governing body...
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41-10-89
Section 41-10-89 Board of directors of corporation - Appointment of additional members to board
by Governor; terms of office, etc., of additional members. In the event that there shall be
provided to the corporation either by legislative appropriation or by executive allocation
from funds of the state either moneys sufficient to pay the cost of necessary preliminary
surveys and engineering, architectural or feasibility studies or reports or, in the alternative,
one fourth or more of the total cost of constructing the project, then and in either of such
events, the number of directors provided for in this article and in the certificate of incorporation
of the corporation shall be doubled, and all the additional directors shall be appointed by
the Governor for staggered terms of office terminating on the same respective dates as the
terms of office of the directors elected by the governing body. The Governor shall likewise
appoint the successors to such additional directors. In all other...
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10A-20-7.20
Section 10A-20-7.20 Amendment of certificate of formation. (a) The certificate of formation
may be amended by the votes of the stockholders and the members of the corporation, voting
separately by classes, and the amendments shall require approval by the affirmative vote of
two thirds of the votes to which the stockholders shall be entitled and two thirds of the
votes to which the members shall be entitled; provided, that no amendment of the certificate
of formation which is inconsistent with the general purposes expressed in this article, which
authorizes any additional class of capital stock to be issued or which eliminates or curtails
the right of the state Comptroller to examine the corporation or the obligation of the corporation
to make reports as provided in Section 10A-20-7.18 shall be made; and provided further, that
no amendment of the certificate of formation which increases the obligation of a member to
make loans to the corporation, makes any change in the principal...
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10A-3-5.04
Section 10A-3-5.04 Articles of merger or consolidation. (a) Upon the approval, articles of
merger or articles of consolidation shall be executed for each nonprofit corporation by its
president or a vice president, and by its secretary or an assistant secretary, and verified
by one of the officers signing the articles, and shall set forth: (1) The plan of merger or
the plan of consolidation; (2) If the members of any merging or consolidating nonprofit corporation
are entitled to vote thereon, then as to each nonprofit corporation (i) a statement setting
forth the date of the meeting of members at which the plan was adopted, that a quorum was
present at the meeting, and that the plan received at least two-thirds of the votes entitled
to be cast by members present or represented by proxy at the meeting, or (ii) a statement
that the amendment was adopted by a consent in writing signed by all members entitled to vote
with respect thereto; and (3) If any merging or consolidating nonprofit...
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11-60-4
Section 11-60-4 Certificate of incorporation - Contents; execution and acknowledgment. (a)
The certificate of incorporation of any corporation organized under this chapter shall set
forth: (1) The names and residences of the applicants, together with a recital that each of
them is an elector of and taxpayer in the municipality; (2) The name of the corporation which
shall be the Public Park and Recreation Board of the _____ of _____ (the blank spaces to be
filled in with the name of the municipality, including the proper designation thereof as a
city or town), if such name shall be available for use by the corporation and, if not available,
then the incorporators shall designate some other similar name that is available; (3) A recital
that permission to organize the corporation has been granted by a resolution duly adopted
by the governing body of the municipality and the date of the adoption of such resolution;
(4) The location of the principal office of the corporation (which shall be...
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10A-3-7.05
Section 10A-3-7.05 Voluntary dissolution - Articles of dissolution. If voluntary dissolution
proceedings have not been revoked, then when all debts, liabilities, and obligations of the
corporation shall have been paid and discharged, or adequate provision shall have been made
therefor, and all of the remaining property and assets of the nonprofit corporation shall
have been transferred, conveyed, or distributed in accordance with the provisions of this
chapter, articles of dissolution shall be executed for the nonprofit corporation by its president
or a vice president, and by its secretary or an assistant secretary, and verified by one of
the officers signing the articles, which statement shall set forth: (1) The name of the nonprofit
corporation. (2) That a statement of intent to dissolve the nonprofit corporation has theretofore
been filed, and the date on which the statement was filed. (3) That all debts, obligations,
and liabilities of the nonprofit corporation have been paid and...
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10A-3-7.18
Section 10A-3-7.18 Survival of remedy after dissolution. The dissolution of a nonprofit corporation
either (1) by the filing of the articles of dissolution by the Secretary of State, or (2)
by an order of court when the court has not liquidated the assets and affairs of the corporation
as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period
of duration, shall not take away or impair any remedy available to or against the nonprofit
corporation, its directors, officers, or members, for any right or claim existing, or any
liability incurred, prior to the dissolution if action or other proceeding thereon is commenced
within two years after the date of the dissolution. Any action or proceeding by or against
the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its
corporate name. The members, directors, and officers shall have power to take the corporate
or other action as shall be appropriate to protect the remedy,...
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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-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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10A-3-8.02
Section 10A-3-8.02 Effect of repeal of prior acts. The repeal of a prior act by this title
shall not impair, or otherwise affect, the organization or the continued existence of an existing
nonprofit corporation, nor the right of any foreign nonprofit corporation presently qualified
to conduct affairs in Alabama to continue to do so without again qualifying to conduct affairs
in Alabama. Nor shall the repeal of a prior act by this title affect any right accrued or
established, or any liability or penalty incurred, or the construction of the certificate
of incorporation or charter of any nonprofit corporation organized before the enactment of
this title, or the determination of the rights and interests of any of its members or creditors,
under the provisions of the prior act before the repeal thereof. (Acts 1984, No. 84-290, p.
502, §91; §10-3A-225; amended and renumbered by Act 2009-513, p. 967, §199.)...
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