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10A-3-2.01
Section 10A-3-2.01 Members. (a) A nonprofit corporation may have one or more classes of members
or may have no members. If the nonprofit corporation has one or more classes of members, the
designation of the class or classes, the manner of election or appointment and the qualifications
and rights of the members of each class shall be set forth in the governing documents. If
the nonprofit corporation has no members, that fact shall be set forth in the certificate
of formation. A nonprofit corporation may issue certificates evidencing membership therein.
(b) The members of the nonprofit corporation shall not be liable for obligations of the corporation.
(Acts 1984, No. 84-290, p. 502, §11; §10-3A-26; amended and renumbered by Act 2009-513,
p. 967, §171.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-2.01.htm - 1K - Match Info - Similar pages
10A-2A-6.02
Section 10A-2A-6.02 Terms of class or series determined by board of directors. (a) When any
corporation desires to issue any shares of stock of any class or of any series of any class
of which the powers, designations, preferences, and relative, participating, optional, or
other rights, if any, or the qualifications, limitations, or restrictions thereof, if any,
shall not have been set forth in the certificate of incorporation or in any amendment thereto
but shall be provided for in a resolution or resolutions adopted by the board of directors
pursuant to authority expressly vested in it by the certificate of incorporation or any amendment
thereto, a certificate of designations setting forth a copy of the board resolution or resolutions
and the number of shares of stock of the class or series as to which the resolution or resolutions
apply shall be executed and delivered to the Secretary of State for filing and shall become
effective in accordance with Article 4 of Chapter 1. If the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.02.htm - 4K - Match Info - Similar pages
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
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
31-4-2
Section 31-4-2 Procedure for incorporation. The Armory Commission may, by filing with the Secretary
of State of the State of Alabama, become a public body and a body corporate when the members
of the commission shall present to the Secretary of State of the State of Alabama an application
signed by them which shall set forth the name, official designation, and official residence
of each of the members of the commission, together with a copy of the appointment by the Governor
evidencing their right to hold office; the date and place of induction into and the taking
of the oath of office; their desire that the commission become a body corporate and politic
under this chapter; the name which is proposed for the corporation; the location of the principal
office of the proposed corporation; and any other matters relating to the incorporation which
the members may choose to insert not inconsistent with the Constitution and laws of the State
of Alabama. The application shall be subscribed and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/31-4-2.htm - 2K - Match Info - Similar pages
10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires,
the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under
common control with another person. An affiliate of an individual includes the spouse, or
a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or
spouse of any thereof, of the individual, or an individual having the same home as the individual,
or a trust or estate of which an individual specified in this sentence is a substantial beneficiary;
a trust, estate, incompetent, conservatee, protected person, or minor of which the individual
is a fiduciary; or an entity of which the individual is director, general partner, agent,
employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When
used to indicate a relationship with: (A) a domestic or foreign entity for which the person
is: (i) an officer or governing person; or (ii) a beneficial...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
15-18-179
Section 15-18-179 Application for incorporation; certificate of incorporation; amendment; board
of directors; dissolution; funding; competitive bidding laws not applicable. (a) A public
corporation may be organized as a community punishment and corrections authority pursuant
to this article in any county or group of counties located in one or more judicial circuits.
In order to incorporate the public corporation, any number of natural persons, not less than
three, who are duly qualified electors of a proposed county or counties shall first file a
written application with the county commission or any two or more thereof. The application
shall contain all of the following: (1) The names of each county commission with which the
application is filed. (2) A statement that the applicants propose to incorporate an authority
pursuant to this article. (3) The proposed location of the principal office of the authority.
(4) A statement that each of the applicants is a duly qualified elector of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/15-18-179.htm - 14K - Match Info - Similar pages
10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation
may at any time restate its certificate of formation as theretofore amended, in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed restated certificate of formation and directing that
they be submitted to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. (2) Written notice setting forth the proposed restated
articles or a summary of the provisions thereof shall be given to each member entitled to
vote thereon, within the time and in the manner provided in this chapter for the giving of
notice of meetings of members. If the meeting is an annual meeting, the proposed restated
articles or a summary of the provisions thereof may be included in the notice of the annual
meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-4.04.htm - 3K - Match Info - Similar pages
10A-2A-6.01
Section 10A-2A-6.01 Authorized stock. (a) The certificate of incorporation must set forth any
classes of stock and series of stock within a class, and the number of shares of stock of
each class and series, that the corporation is authorized to issue. If more than one class
or series of stock is authorized, the certificate of incorporation must prescribe a distinguishing
designation for each class or series and, before the issuance of stock of a class or series,
describe the terms, including the preferences, rights, and limitations, of that class or series.
Except to the extent varied as permitted by this section, all shares of stock of a class or
series must have terms, including preferences, rights, and limitations, that are identical
with those of other shares of stock of the same class or series. (b) The certificate of incorporation
must authorize: (1) one or more classes or series of stock that together have full voting
rights, and (2) one or more classes or series of stock (which...
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