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10A-3-2.04
Section 10A-3-2.04 Waiver of notice. Whenever any notice is required to be given to any member
or director of a corporation under the provisions of this title or this chapter or under the
provisions of the nonprofit corporation's governing documents, a waiver thereof in writing
signed by the person or persons entitled to the notice, whether before or after the time stated
therein, shall be equivalent to the giving of the notice. (Acts 1984, No. 84-290, p. 502,
§15; §10-3A-30; amended and renumbered by Act 2009-513, p. 967, §171.)...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
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10A-5-6.06
Section 10A-5-6.06 Cessation of membership. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. (a) A person ceases to be a member of a limited liability company
upon the occurrence of one or more of the following events: (1) The member ceases to be a
member by voluntary act as provided in subsection (d). (2) The member ceases to be a member
of the limited liability company as provided in Section 10A-5-6.03. (3) The member is removed
as a member in either of the following manners: a. In accordance with the operating agreement.
b. Subject to contrary provisions in the operating agreement, when the member assigns all
of the member's interest in the limited liability company, by an affirmative vote of a majority
in number of the members who have not assigned their interests. (b) Subject to contrary provisions
in the operating agreement, or written consent of all members at the time, a person ceases
to be a member upon the occurrence of one or more of the...
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10A-3-2.13
Section 10A-3-2.13 Place and notice of directors' meetings; committee meetings. (a) Meetings
of the board of directors, regular or special, may be held either within or without Alabama.
(b) Regular meetings of the board of directors or any committee designated thereby may be
held with or without notice as prescribed in the bylaws. Special meetings of the board of
directors or any committee designated thereby shall be held upon the notice prescribed in
the bylaws. Attendance of a director at a meeting shall constitute a waiver of notice of the
meeting, except where a director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special meeting of the
board of directors or any committee designated thereby need be specified in the notice of
the meeting or the waiver of notice unless required by the bylaws. (c) Except as...
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10A-3-1.02
Section 10A-3-1.02 Definitions. As used in this chapter, the following terms shall have the
following meanings, respectively, unless the context otherwise requires: (1) ARTICLES OF INCORPORATION.
The original or restated articles of incorporation or articles of consolidation and all amendments
thereto, including articles of merger, of a domestic or foreign nonprofit corporation. The
term articles of incorporation of a nonprofit corporation constitutes its certificate of formation
as defined in Section 10A-1-1.03(7). The terms may be used interchangeably. The articles of
incorporation or certificate of formation of a nonprofit corporation, together with its bylaws,
constitute its governing documents within the meaning of Section 10A-1-1.03(40). (2) BOARD
OF DIRECTORS. The group of persons vested with the management of the affairs of the corporation
irrespective of the name by which the group is designated. The board of directors of a nonprofit
corporation is its governing authority as...
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10A-3-7.11
Section 10A-3-7.11 Procedure in liquidation of corporation by court. (a) In proceedings to
liquidate the assets and affairs of a nonprofit corporation, the court shall have the power
to issue restraining orders or injunctions, to appoint a receiver or receivers pendente lite,
with the powers and duties as the court, from time to time, may direct, and to take other
proceedings as may be requisite to preserve the corporate assets wherever situated, and carry
on the affairs of the nonprofit corporation until a full hearing can be had. (b) After a hearing
had upon the notice as the court may direct to be given to all parties to the proceedings
and to any other parties in interest designated by the court, the court may appoint a liquidating
receiver or receivers with authority to collect the assets of the nonprofit corporation. The
liquidating receiver or receivers shall have authority, subject to the order of the court,
to sell, convey, and dispose of all or any part of the assets of the...
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11-89A-6
Section 11-89A-6 Board of directors of authority; election; terms of office; vacancies; qualifications;
expenses; meetings; notice and waiver; resolutions; impeachment. (a) Each authority shall
have a board of directors composed of the number of directors provided in the certificate
of incorporation, as most recently amended; provided, however, that in the case of any authority
in existence and incorporated prior to May 11, 1989, the board shall consist of three directors
who shall be elected by the governing body of the determining subdivision for staggered terms
in accordance with the provisions of law as it existed immediately prior to the aforesaid
effective date unless such authority shall otherwise amend its certificate of incorporation
pursuant to the provisions of Section 11-89A-5. Unless provided to the contrary in its certificate
of incorporation, all powers of the authority shall be exercised, and the authority shall
be governed, by the board or pursuant to its...
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22-21-316
Section 22-21-316 Board of directors; qualifications; election or appointment; terms; vacancies;
reimbursement for expenses; quorum; regular, special and called meetings; waiver of notice;
record of proceedings; use as evidence; removal from office. (a) Each authority shall have
a board of directors composed of the number of directors provided in the certificate of incorporation,
as most recently amended. Unless provided to the contrary in its certificate of incorporation,
all powers of the authority shall be exercised, and the authority shall be governed, by the
board or pursuant to its authorization. Subject to the provisions of subdivision (9) of subsection
(b) of Section 22-21-314, the board shall consist of directors having such qualifications,
being elected or appointed by such person or persons (including, without limitation, the board
itself, the governing body or bodies of one or more authorizing subdivisions or other counties
and municipalities, and other entities or...
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25-4-10
situations); (v) In a position which, under or pursuant to the laws of this state or of an
Indian tribe, is designated as a major nontenured policymaking or advisory position or a policymaking
or advisory position the performance of the duties of which ordinarily does not require more
than 8 hours per week; or d. In a facility conducted for the purpose of carrying out a program
of rehabilitation for individuals whose earning capacity is impaired by age or physical or
mental deficiency or injury or providing remunerative work for individuals who because
of their impaired physical or mental capacity cannot be readily absorbed in the competitive
labor market by an individual receiving such rehabilitation or remunerative work; provided
however, if an individual's employment is otherwise characterized as employment under subsection
(a) and the individual is performing work under the Javits Wagner O'Day Act or a similar set-aside
program under the laws of the United States, the...
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28-3-190
Section 28-3-190 Levy of tax; collection; disposition of proceeds by localities; enforcement
and administration; penalties; exclusive nature of tax. (a) Levy. In addition to the excise
tax levied by Article 5A of Chapter 3 of this title and the licenses provided for by Chapter
3A of this title and by Section 28-3-194, and any acts amendatory thereof, supplementary thereto
or substituted therefor, and municipal and county licenses, there is hereby levied a privilege
or excise tax on every person licensed under the provisions of Chapter 3A who sells, stores,
or receives for the purpose of distribution, to any person, firm, corporation, club, or association
within the State of Alabama any beer. The tax levied hereby shall be measured by and graduated
in accordance with the volume of sales by such person of beer, and shall be an amount equal
to one and six hundred twenty-five thousands cents (1.625 cents) for each four fluid ounces
or fractional part thereof. (b) Collection. The tax levied...
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