11-20-71
Section 11-20-71 Board of directors; officers; proceedings; qualifications of directors. (a) The board of directors of an agriculture authority shall be as specified in the articles and in accordance with Section 11-20-70. (b) Each agriculture authority shall have a chair, vice chair, secretary, and treasurer to be elected by the board of directors. The offices of secretary and treasurer may, but need not, be held by the same person. A majority of the directors shall constitute a quorum for the transaction of business. The officers and directors shall serve for the terms provided for in the articles. A director may not draw any salary for any service rendered or for any duty performed as director. The duties of the chair, vice chair, secretary, and treasurer shall be those as are customarily performed by such officers and as may be prescribed by the board of directors from time to time. (c) All directors shall serve until their successors are duly appointed or until they cease to be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-20-71.htm - 3K - Match Info - Similar pages
33-16-15
Section 33-16-15 Dissolution of authority. At any time when no duties or obligations of the authority shall remain to be discharged, or when all duties and obligations remaining to be discharged have been effectively delegated to public corporations, agencies and departments of the state in accordance with Section 33-16-10, the authority may be dissolved upon the filing with the secretary of state of an application for dissolution, which shall be subscribed by each of the members of the authority, and which shall be sworn to by each such member before an officer authorized to take acknowledgments to deeds. Upon the filing of said application for dissolution, the authority shall cease and any property owned by it at the time of its dissolution shall pass to the state. The Secretary of State shall file and record the application for dissolution, in an appropriate book of record in his office, and shall make an issue, under the Great Seal of the State, a certificate that the authority is...
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37-6-6
Section 37-6-6 Articles of incorporation - Generally. The articles of incorporation of a cooperative shall recite in the caption that they are executed pursuant to this chapter, shall be signed and acknowledged by each of the incorporators, and shall state: The name of the cooperative; the address of its principal office; the names and addresses of the incorporators; the names and addresses of the persons who shall constitute its first board of trustees; and any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of its business and affairs. Such articles of incorporation shall be submitted to the Secretary of State for filing as provided in this chapter. It shall not be necessary to set forth in the articles of incorporation of a cooperative the purpose for which it is organized or any of the corporate powers vested in a cooperative under this chapter. (Acts 1939, No. 231, p. 371; Code 1940, T. 18, §36.)...
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41-10-433
Section 41-10-433 Dissolution of authority. At any time when the incorporators named in this article determine that the services provided by the authority are no longer of benefit to the entities served by the authority and that all obligations of the authority have been paid in full, the authority may be dissolved upon the filing with the Secretary of State of a written statement for dissolution, which shall be subscribed by each of the incorporators of the authority and which shall be sworn to by each such incorporator before an officer authorized to take acknowledgements to deeds. Upon the filing of said written statement for dissolution, the authority shall cease and any property or other asset owned by it at the time of dissolution shall pass to the State of Alabama exclusively for purposes of Section 501(c)(3) of the Internal Revenue Code. The Secretary of State shall file and record the written statement for dissolution in an appropriate book of record in his or her office and...
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10A-2A-14.02
Section 10A-2A-14.02 Dissolution by board of directors and stockholders. (a) The board of directors may propose dissolution for submission to the stockholders by first adopting a resolution authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it shall then be approved by the stockholders. In submitting the proposal to dissolve to the stockholders for approval, the board of directors shall recommend that the stockholders approve the dissolution, unless (i) the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding. (c) The board of directors may set conditions for the approval of the proposal for dissolution by stockholders or the effectiveness of the dissolution. (d) If the approval of the stockholders is to be given at a meeting, the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.02.htm - 2K - Match Info - Similar pages
10A-5-9.01
Section 10A-5-9.01 Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Pursuant to any agreement, a domestic limited liability company may merge or consolidate with or into one or more limited liability companies or other business entities formed or organized under the laws of this state, any other state, the United States, or any foreign jurisdiction, with the domestic limited liability company or the other business entity being the surviving or resulting domestic limited liability company or other business entity. Except as otherwise specifically provided for in the operating agreement, a merger shall be approved by each domestic limited liability company which is to merge by all the members at the time approval of the merger is voted on. (b) Notwithstanding prior approval, an agreement of merger may be terminated prior to filing articles of merger with the Secretary of State or amended pursuant to a provision for the...
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33-17-15
Section 33-17-15 Dissolution of authority. At any time when no duties or obligations of the authority shall remain to be discharged, or when all duties and obligations remaining to be discharged shall have been effectively delegated to public corporations, agencies and departments of the state in accordance with Section 33-17-10, the authority may be dissolved upon the filing with the Secretary of State of an application for dissolution, which shall be subscribed by each of the members of the authority and which shall be sworn to by each such member before an officer authorized to take acknowledgments to deeds. Upon the filing of said application for dissolution, the authority shall cease and any property owned by it at the time of its dissolution shall pass to the state. The Secretary of State shall file and record the application for dissolution in an appropriate book of record in his office, and shall make and issue, under the Great Seal of the State, a certificate that the...
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41-10-406
Section 41-10-406 Dissolution of authority; title to property of authority to rest in state upon dissolution of authority. At any time when the incorporators named in Section 41-10-393 determine that the services provided by the authority are no longer of benefit to the entities served by the authority and that all obligations of the authority have been paid in full, the authority may be dissolved upon the filing with the Secretary of State of a written statement for dissolution, which shall be subscribed by each of the incorporators of the authority and which shall be sworn to by each such incorporator before an officer authorized to take acknowledgements to deeds. Upon the filing of said written statement for dissolution, the authority shall cease and any property or other asset owned by it at the time of dissolution shall pass to the State of Alabama exclusively for purposes of Section 501(c)(3) of the Internal Revenue Code. The Secretary of State shall file and record the written...
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10-2B-7.06
Section 10-2B-7.06 Waiver of notice. (a) A shareholder may waive any notice required by the Constitution of Alabama of 1901, this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) A shareholder's attendance at a meeting: (1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the shareholder objects to considering the matter before action is taken on the matter. (Acts 1994, No. 94-245, p. 343, §1.)...
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10A-1-7.22
Section 10A-1-7.22 Transaction of business without registration; actions to restrain. (a) The failure of a foreign filing entity to register to transact business in this state or to appoint and maintain a registered agent in this state shall not impair the validity of any contract or act of the foreign entity and shall not prevent the foreign entity from defending any action or proceeding in any court of this state, but the foreign entity shall not maintain any action or proceeding in any court of this state until it has delivered to the Secretary of State for filing an application for registration or a statement of foreign limited liability partnership, as applicable, in accordance with Section 10A-1-7.04. A foreign filing entity, by transacting business in this state without filing an application for registration or a statement of foreign limited liability partnership, as applicable, appoints the Secretary of State as its agent for service of process with respect to causes of action...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.22.htm - 2K - Match Info - Similar pages
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