10A-2A-11.02
Section 10A-2A-11.02 Merger. (a) A corporation may merge with one or more other constituent organizations pursuant to this article, and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of the other organizations complies with its governing statute in effecting the merger. (b) A plan of merger must be in writing and must include: (1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each constituent organization; (2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.02.htm - 4K - Match Info - Similar pages
10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal rights, and to obtain payment of the fair value of that stockholder's stock, in the event of any of the following corporate actions: (1) consummation of a merger to which the corporation is a party (i) if the corporation is a subsidiary and the merger is governed by Section 10A-2A-11.05 or (ii) if stockholder approval is required for the merger by Section 10A-2A-11.04, or would be required but for the provisions of Section 10A-2A-11.04(j), except that appraisal rights shall not be available to any stockholder of the corporation with respect to stock of any class or series that remain outstanding after consummation of the merger; (2) consummation of a stock exchange to which the corporation is a party the stock of which will be acquired, except that appraisal rights shall not be available to any stockholder of the corporation with respect to any class or series of stock of the corporation that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.02.htm - 7K - Match Info - Similar pages
11-89C-3
Section 11-89C-3 Public corporation - Procedure for incorporation. (a) Three or more natural persons who are either the mayor of a municipality or the chair of a county governing body of a county or counties in which a municipality is wholly or partially situated, may file with their respective governing bodies a written application to incorporate a public corporation pursuant to this chapter. If each of the governing bodies adopts a resolution declaring that the formation of a public corporation is wise, expedient, and necessary, and approves the proposed certificate of incorporation, the incorporators shall proceed to incorporate the public corporation pursuant to this chapter by executing and filing for record in either the office of the judge of probate of the participating county having the largest population according to the last federal decennial census, or, if there is not a participating county, in any county in which the municipality with the largest population according to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-89C-3.htm - 2K - Match Info - Similar pages
11-97-4
Section 11-97-4 Incorporation procedure; contents, execution, and filing of certificate of incorporation. (a) Within 40 days following the adoption of an authorizing resolution the applicants shall proceed to incorporate a corporation by filing for record in the office of the judge of probate of the county or one of the counties in which the determining subdivision is located a certificate of incorporation which shall comply in form and substance with the requirements of this section and which shall be in the form and executed in the manner herein provided. (b) The certificate of incorporation of the corporation shall state: (1) The names of the persons forming the corporation, and that each of them is a duly qualified elector of the determining subdivision; (2) The name of the corporation [which shall be "The Governmental Utility Services Corporation of ___," with the insertion of the name of the determining subdivision (which name may include additional wording identifying...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-97-4.htm - 4K - Match Info - Similar pages
40-14A-1
Section 40-14A-1 Definitions. For purposes of this chapter, the following terms shall mean: (a) ALABAMA S CORPORATION. An S corporation defined under Section 40-18-160. (b) C CORPORATION. A corporation other than an Alabama S corporation. (c) CODE. The Internal Revenue Code of 1986, as amended from time to time. (d) CORPORATION. An entity, including a limited liability company electing to be taxed as a corporation for federal income tax purposes, through which business can be conducted while offering limited liability to the owners of the entity with respect to some or all of the obligations of the entity, other than a limited liability entity or a disregarded entity. The term "corporation" shall include but not be limited to the following: Corporations, professional corporations, joint stock companies, unincorporated professional associations, real estate investment trusts, limited liability companies electing to be taxed as corporations for federal income tax purposes, and all...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-14A-1.htm - 7K - Match Info - Similar pages
11-49A-6
Section 11-49A-6 Certificate of incorporation - Amendments; resolution; application; denial or approval of governing body; filing. The certificate of incorporation of any authority incorporated under the provisions of this chapter may at any time and from time to time be amended in the manner provided in this section, provided that the contents of any amendment are first approved by the municipal governing body which shall have the authority to recommend requirements with respect to either any amendment or the original certificate of incorporation. The board of directors of the authority 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 any matters which might have been included in the original certificate of incorporation. After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the authority, the chairman...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-49A-6.htm - 3K - Match Info - Similar pages
11-95-4
Section 11-95-4 Certificate of incorporation - Contents; execution, acknowledgment, attachments, recordation by probate judge. (a) Within 80 days following the adoption of the first adopted of the two authorizing resolutions required by the provisions of Section 11-95-3 and within 40 days following the adoption of the last adopted of the said two authorizing resolutions, the applicants may proceed to incorporate a corporation by filing for record in the office of the judge of probate of the authorizing county a certificate of incorporation which shall comply in form and substance with the requirements of this section and which shall be in the form and executed in the manner herein provided. (b) The certificate of incorporation of the corporation shall state: (1) The names of the persons forming the corporation, and that each of them is a duly qualified elector of the authorizing county; (2) The name of the corporation (which shall be _____ county-city (town) of _____ joint hospital...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-95-4.htm - 3K - Match Info - Similar pages
45-30-250.02
Section 45-30-250.02 Franklin County Water Service Authority - Incorporation. (a) Three applicants shall be appointed to incorporate the Franklin County Water Service Authority by filing for record in the office of the judge of probate of the county a certificate of incorporation that shall comply in form and substance with the requirements of this section and shall be executed in the manner provided in this section. The applicants shall be appointed as follows: One applicant shall be appointed by the state senator who represents the senatorial district in which Franklin County is located; one applicant shall be appointed by the member of the House of Representatives representing Franklin County; and one applicant shall be appointed by the Franklin County Commission. (b) The certificate of incorporation of the authority shall include the following: (1) The names and residences of the persons forming the authority, and a statement that each is a qualified elector of the county, a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-30-250.02.htm - 3K - Match Info - Similar pages
10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation that is a constituent organization or the acquired entity in a stock exchange, the plan of merger or stock exchange shall be adopted in the following manner: (a) The plan of merger or stock exchange shall first be adopted by the board of directors. (b) Except as provided in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock exchange shall then be approved by the stockholders. In submitting the plan of merger or stock exchange to the stockholders for approval, the board of directors shall recommend that the stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2), that the stockholders tender their stock to the offeror in response to the offer, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation or (ii) Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.04.htm - 11K - Match Info - Similar pages
16-17A-4
Section 16-17A-4 Articles of incorporation - Requirements. (a) In addition to any other matters relating to the authority that the sponsoring university may choose to insert and that are not inconsistent with state law, the articles of incorporation of an authority shall include the following provisions: (1) The name of the authority, which shall include the word Authority and shall include words identifying the sponsoring university. (2) The name of the sponsoring university and the date on which the governing body of the sponsoring university adopted a resolution authorizing the organization of the authority. (3) The name and address of the registered agent of the authority. (4) A statement that the authority is organized pursuant to the provisions of this chapter. (5) A statement that the authority shall exercise all powers provided by law, unless the exercise by the authority of any of its powers hereunder is limited in any way, in which case a statement of such limitations on the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-17A-4.htm - 3K - Match Info - Similar pages
|