10A-2-14.02
Section 10A-2-14.02 Dissolution by board of directors and shareholders. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation's board of directors may propose dissolution for submission to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors must recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders; and (2) The shareholders entitled to vote must approve the proposal to dissolve as provided in subsection (e). (c) Subject to the corporation's articles of incorporation, the board of directors may condition its submission of the proposal for dissolution on any basis, except that the board of directors may not decrease the vote required for approval under subsection (e)....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.02.htm - 2K - Match Info - Similar pages
10A-2A-9.14
Section 10A-2A-9.14 Amendment of plan of conversion; abandonment. (a) A plan of conversion of a converting organization that is a corporation may be amended: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) in the manner provided in the plan, except that if the plan has been approved by the stockholders that were entitled to vote on, consent to, or approve of the plan, then those stockholders are entitled to vote on, consent to, or approve of any amendment of the plan that will change: (i) the amount or kind of eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing, to be received by any of the stockholders of the converting corporation under the plan; (ii) the organizational documents of the converted organization that will be in effect immediately after the conversion becomes effective, except...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.14.htm - 2K - Match Info - Similar pages
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-3-2.43
Section 10A-3-2.43 Power to indemnify directors or officers. Each nonprofit corporation shall have the power to indemnify any director or officer or former director or officer of the corporation, or any person who may have served at its request as a director or officer of another corporation, whether profit or nonprofit, in which it owns shares of capital stock or of which it is a creditor, against expenses actually and reasonably incurred by him or her in connection with the defense of any action, suit, or proceeding, civil or criminal, in which he or she is made a party by reason of being or having been such director or officer, except in relation to matters as to which he or she shall be adjudged in the action, suit, or proceeding to be liable for negligence or misconduct in the performance of his or her duty; and to make any other indemnification that shall be authorized by the governing documents of the nonprofit corporation, vote of the board of directors, or resolution adopted...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-2.43.htm - 1K - Match Info - Similar pages
22-21A-6
Section 22-21A-6 Interstate Advisory Health Care Commission. (a) The Interstate Advisory Health Care Commission is established. The commission consists of members appointed by each member state through a process to be determined by each member state. A member state may not appoint more than two members to the commission and may withdraw membership from the commission at any time. Each commission member is entitled to one vote. The commission may not act unless a majority of the members are present, and no action shall be binding unless approved by a majority of the commission's total membership. (b) The commission may elect from among its membership a chair. The commission may adopt and publish bylaws and policies that are not inconsistent with this compact. The commission shall meet at least once a year, and may meet more frequently. (c) The commission may study issues of health care regulation that are of particular concern to the member states. The commission may make nonbinding...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21A-6.htm - 2K - Match Info - Similar pages
27-28-1
Section 27-28-1 Plan for exchange of stock, etc., between domestic stock insurer and holding company - Authority. A domestic stock insurance company, hereinafter referred to in this chapter as "domestic company," may cause a corporation to be organized under the laws of this state or any other state of the United States of America to act as a holding company, hereinafter referred to in this chapter as "holding company," which may, or may not, be an insurance corporation, and the domestic company and holding company may adopt a plan for an exchange of stock or other securities in which stockholders of the domestic company exchange their stock for shares of stock or other securities issued by the holding company pursuant to the provisions of Section 27-28-2. Such plan of exchange may provide for a direct exchange of stock or other securities between the stockholders of the domestic company and the holding company or may include provision for the merger of a wholly owned subsidiary of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-28-1.htm - 1K - Match Info - Similar pages
45-37-121.02
Section 45-37-121.02 Personnel board - Composition; meetings. The personnel board shall be comprised of seven members consisting of the following persons: The Chair of the County Commission of Jefferson County; the mayor of the municipality having the greatest number of employees in the classified service; one member of the Jefferson County Mayors Association, an Alabama nonprofit corporation, not otherwise serving hereunder who is appointed by its governing body; two employees in the classified service, one of whom shall be African American not otherwise serving hereunder who shall be elected by popular vote of the permanent employees in the classified service from a list of nominations submitted to the director under the signatures of at least five employees in the classified service on or before September 30 of each year; and two persons appointed by the presiding Judge of Probate of Jefferson County, one of whom shall reside in the Bessemer judicial division and one of whom shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-37-121.02.htm - 2K - Match Info - Similar pages
10A-2-10.03
Section 10A-2-10.03 Amendment by board of directors and shareholders. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders. (b) For the amendments to be adopted: (1) The board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and (2) The shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e). (c) Subject to the corporation's articles of incorporation, the board of directors may condition its submission of the proposed amendment on any basis, except that the board of directors may not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.03.htm - 2K - Match Info - Similar pages
10A-2A-17.03
Section 10A-2A-17.03 Certain amendments and transactions; votes required. (a) Unless the certificate of incorporation requires a greater vote, in addition to any other approval of stockholders required under this chapter, the approval of at least two-thirds of the votes entitled to be cast thereon, and, if any class or series of stock is entitled to vote as a separate group thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting group, shall be required for a corporation that is not a benefit corporation to: (1) amend its certificate of incorporation to include a statement that it is subject to this article; or (2)(i) merge with or into another entity, or effect a conversion, if, as a result of the merger or conversion, the stock of any voting group would become, or be converted into or exchanged for the right to receive, stock of a benefit corporation or stock or interests in an entity subject to provisions of organic law analogous to those in this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.03.htm - 4K - Match Info - Similar pages
10A-2A-9.12
after the conversion. (e) Unless the certificate of incorporation, or the board of directors acting pursuant to subsection (c), requires a greater vote or a greater quorum, approval of the plan of conversion requires (i) the approval of the stockholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and (ii) the approval of each class or series of stock voting as a separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the plan by that voting group. (f) If as a result of the conversion one or more stockholders of the converting corporation would become subject to personal liability, approval of the plan of conversion shall require the signing in connection with the transaction, by each stockholder who would become subject to personal liability, of a separate written consent to become subject to personal liability. (Act 2019-94, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.12.htm - 2K - Match Info - Similar pages
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