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10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in articles of incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth
in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation
formed under this chapter must set forth: (1) The number of shares the corporation is authorized
to issue; (2) The names and addresses of the individuals who are to serve as the initial directors;
and (3) The purpose or purposes for which the corporation is organized, which may be stated
to be or to include the transaction of any lawful business for which corporations may be incorporated
under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent
with law regarding: (i) Reservation to the shareholders of the right to adopt the initial
bylaws of the corporation; (ii) Managing the...
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10A-5-2.04
Section 10A-5-2.04 Execution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE
JANUARY 1, 2017. (a) Unless otherwise specified in this chapter, each filing instrument required
by this chapter to be filed in the office of the judge of probate shall be executed in the
following manner: (1) The certificate of formation shall be signed by one or more members
named therein or an organizer. (2) An amendment shall be signed by at least one member. (3)
If an amendment requires the adding of a new member, the amendment shall be signed by a person
who was a member before the amendment was filed and by the new member. (4) Articles of dissolution
shall be signed by at least one member, as authorized pursuant to the operating agreement.
(b) Any person may sign a document required by this chapter by an attorney-in-fact, but a
power of attorney relating to the admission of a member shall specify that admission of a
new member is an authorized act of the attorney-in-fact. (Acts 1993, No....
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10A-3-4.02
Section 10A-3-4.02 Certificate of amendment; execution and required supplemental provisions.
The certificate of amendment of a nonprofit corporation 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. The certificate of amendment shall
be delivered to the Secretary of State for filing. The certificate of amendment shall set
forth the information required by Section 10A-1-3.13 for certificates of amendment, and in
addition shall set forth: (1) If there are members entitled to vote thereon, (i) a statement
setting forth the date of the meeting of members at which the amendment was adopted, that
a quorum was present at the meeting, and that the amendment 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...
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11-99B-5
Section 11-99B-5 Authorization and procedure for amendment of certificate of incorporation.
(a) The certificate of incorporation of any district may at any time and from time to time
be amended in the manner provided in this section. (b)(1) The board shall first adopt a resolution
proposing an amendment to the certificate of incorporation which shall be set forth in full
in the said resolution and which amendment may include, without limitation: a. A change in
the name of the district. b. The addition to the project or projects of the district of a
new project or projects and the proposed location thereof. c. Any matters which might have
been included in the original certificate of incorporation, or any change in any such matters.
(2) If any proposed amendment would add any new county, municipality, or public corporation
as a member of a district, such proposed amendment shall include, in addition: a. Provisions
for election of at least one director by the governing body of each such...
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10A-3-7.03
Section 10A-3-7.03 Voluntary dissolution - Plan of distribution of assets. A plan providing
for the distribution of assets, not inconsistent with the provisions of this chapter, may
be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by
a nonprofit corporation for the purpose of authorizing any transfer or conveyance of assets
for which this chapter requires a plan of distribution, in the following manner: (1) If there
are members entitled to vote thereon, the board of directors shall adopt a resolution recommending
a plan of distribution and directing the submission thereof to a vote at a meeting of members
entitled to vote thereon, which may be either an annual or a special meeting. Written notice
setting forth the proposed plan of distribution or a summary thereof shall be given to each
member entitled to vote at the meeting, within the time and in the manner provided in this
chapter for the giving of notice of meetings of members. The plan of...
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22-51-7
Section 22-51-7 Incorporation of public corporations - Certificate of incorporation - Amendments.
The certificate of incorporation may be amended, from time to time, to provide for any objective
that was not included in the original certificate of incorporation by proceeding as follows:
(1) The board of directors of the corporation, subject to the approval of the Alabama Department
of Mental Health, shall first adopt a resolution setting forth and approving the proposed
amendment. (2) The proposed amendment shall then be submitted to each governing body which
has appointed or is entitled to appoint a member of the said board as it is constituted at
the time of the adoption of the said resolution setting forth and approving the proposed amendment.
(3) If a governing body to which the proposed amendment is submitted shall find that the said
amendment is in the public interest, and prima facie proof that it is in the public interest
shall consist of proof that it has been approved by the...
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10A-20-11.01
Section 10A-20-11.01 Alteration, amendment, or extension of charter by incorporated medical,
dental, pharmaceutical, etc., association. (a) Any incorporated medical association of the
State of Alabama, Alabama Dental Association, Alabama Pharmaceutical Association, or other
corporations organized similarly to the corporation or of a similar kind may alter, amend,
or extend its charter, or may do any two or all of these, in the manner following: (1) A written
resolution setting out the name of the corporation and embodying the proposed alterations,
amendments, or extensions shall be submitted to a lawful annual meeting of the corporation
or other lawful meeting of the corporation and adopted by a two-thirds vote of those present
at the meeting and lawfully entitled to vote on business matters coming before the meeting;
(2) The president, or some other executive officer of the corporation, and the secretary thereof
shall prepare, sign, and acknowledge as conveyances are acknowledged 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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22-51-8
Section 22-51-8 Board of directors - Composition; appointment, qualifications, terms and compensation
of members; vacancies; executive committee. Each corporation shall be governed by a board
of directors of nine or more members, selected as provided in this section. Each governing
body which authorized the formation of the corporation shall appoint three members of the
said board of directors; provided, that if the area to be served by the corporation shall
be located wholly within an area governed by a single governing body, the said governing body
shall appoint nine members to the said board; provided further, that if the said area to be
served shall be located wholly within an area governed by at least two, but not more than
two, governing bodies, or if the formation of the board was authorized by only two governing
bodies, each of the said governing bodies shall be entitled to appoint at least five members
of the said board, or such other number as may be provided by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-51-8.htm - 2K - Match Info - Similar pages
10A-20-7.10
Section 10A-20-7.10 Rights to shares, bonds, securities, or other evidences of corporate indebtedness.
(a) Notwithstanding any rule at common law, any provision of any general or special law or
any provision in their respective charters, agreements of association, certificate of formation,
or trust indentures: (1) Any person, including all domestic corporations organized for the
purpose of carrying on business within this state, and further including, without implied
limitation, public utility companies, insurance companies, foreign corporations licensed to
do business within this state, all financial institutions, as defined in Section 10A-20-7.01,
and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer,
mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness
created by, or the shares of the capital stock of, the corporation and, while owners of the
stock, to exercise all the rights, powers, and privileges of...
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