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27-44-8
Section 27-44-8 Powers and duties of association. (a) If a member insurer is an impaired insurer,
the association may, in its discretion and subject to any conditions imposed by the association
that do not impair the contractual obligations of the impaired insurer, and that are approved
by the commissioner: (1) Guarantee or reinsure, or cause to be guaranteed, assumed, or reinsured,
any or all of the covered policies of the impaired insurers. (2) Provide such moneys, pledges,
notes, guarantees, or other means as are proper to effectuate subdivision (1), and assure
payment of the contractual obligations of the impaired insurer pending action under subdivision
(1). (b) If a member insurer is an insolvent insurer, the association shall, in its discretion
and subject to the approval of the commissioner, do either of the following: (1)a. Guarantee,
assume, or reinsure, or cause to be guaranteed, assumed, or reinsured, the covered policies
of the insolvent insurer. b. Assure payment of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-44-8.htm - 24K - Match Info - Similar pages
11-54B-22
Section 11-54B-22 Merger of business improvement districts. (a) Without the approval of the
governing body of the municipality or the owners of the real property located within the geographical
areas of the districts, any two or more district management corporations located within the
same municipality may merge into one of such district management corporations pursuant to
Article 5 of Chapter 3A of Title 10, as well as this section. (b) Each district management
corporation shall adopt a plan of merger in compliance with subsection (b) of Section 10-3A-100,
which plan of merger, in addition, shall designate the self-help business improvement district
ordinance which shall be applicable to the surviving corporation, provided that such ordinance
was applicable to at least one of the corporations prior to the merger. (c) A plan of merger
shall be approved pursuant to subdivision (2) of subsection (a) of Section 10-3A-102. (d)
The articles of merger provided in Section 10-3A-103, shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54B-22.htm - 1K - Match Info - Similar pages
10A-2-11.04
Section 10A-2-11.04 Merger of subsidiary. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the
limitations of the Constitution of Alabama of 1901, as the same may be amended from time to
time, a parent corporation owning at least 80 percent of the outstanding shares of each class
of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders
of the parent or subsidiary. (b) The board of directors of the parent shall adopt a plan of
merger that sets forth: (1) The names of the parent and subsidiary; and (2) The manner and
basis of converting the shares of the subsidiary into shares, obligations, or other securities
of the parent or any other corporation or into cash or other property in whole or part. (c)
The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary
who does not waive the mailing requirement in writing. (d)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.04.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-1.02.htm - 2K - Match Info - Similar pages
22-21-174
Section 22-21-174 Incorporation - Certificate of incorporation - Amendment. The certificate
of incorporation of any public corporation incorporated under this article may, at any time
and from time to time, be amended in the following manner: (1) The board of directors of the
corporation shall adopt a resolution setting forth the proposed amendment, which may include
any proposed change in the name of such corporation, the inclusion of another municipality
or municipalities as members thereof (provided each of such other municipalities is located,
in whole or in part, in the county which is a member of the corporation) and any matter which
might originally have been included in the certificate of incorporation. (2) If the governing
body of the county and of each other member of the corporation and the governing body of each
municipality, if any, which it is proposed shall be added as a member of the corporation shall
by resolution consent to such proposed amendment, the chairman and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-174.htm - 1K - Match Info - Similar pages
5-17-22
Section 5-17-22 Merger and conversion procedures. Any credit union, with the approval of the
Administrator of the Alabama Credit Union Administration, may merge with another credit union,
under the existing certificate of organization of the other credit union, pursuant to any
plan agreed upon by the majority of each board of directors of each credit union joining in
the merger. In addition to approval by the administrator and each board of directors, the
membership of the merging credit union must also approve the merger plan in the following
manner: (1) At a meeting called for that purpose, notice of which purpose must be contained
in the call, two-thirds of those voting may vote to approve the merger plan. Voting must be
conducted in accordance with the bylaws of the credit union. The notice must be provided to
the members at least 45 calendar days, but no more than 90 calendar days, prior to the date
of the meeting. (2) After agreement by the directors and approval by the members...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-17-22.htm - 5K - Match Info - Similar pages
37-7-7
Section 37-7-7 Certificates of membership; voting. A corporation may issue to its members certificates
of membership, and each member shall be entitled to only one vote at the meeting of the corporation.
(Acts 1935, No. 45, p. 100; Code 1940, T. 18, ยง16.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-7-7.htm - 561 bytes - Match Info - Similar pages
45-49-91.15
Section 45-49-91.15 Notice requirements. Prior to the adoption of a proposed master plan for
the district or of any district land use ordinance or regulation, or amendment thereto, notice
that the master plan or an ordinance or regulation, or amendment thereto, to be considered
by the board shall be published at least once in a newspaper of general circulation in the
county no less than two weeks prior to consideration by the board. The published notice shall
state that a master plan for the district or an ordinance or regulation, or amendment thereto,
will be considered by the board and that a copy of the proposed master plan or ordinance or
regulation, or amendment thereto, is available for public inspection at the board office,
or other location accessible to the public, which location shall be clearly published in the
notice. The notice shall also state the time and the place and location where all persons
may be heard in opposition to or in favor of the ordinance or regulation and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-49-91.15.htm - 2K - Match Info - Similar pages
10A-2-11.06
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) When a merger takes effect:
(1) Every other corporation party to the merger merges into the surviving corporation and
the separate existence of every corporation except the surviving corporation ceases; (2) The
surviving corporation thereupon and thereafter possesses all the rights, immunities, and franchises,
of a public as well as of a private nature, of every corporation party to the merger; and
all property, real, personal and mixed, and all debts due each of the corporations
so merged, are taken and deemed to be transferred and vested in the surviving corporation
without further act or deed; and title to any real estate, or an interest therein, vested
in any of the corporations shall not revert nor in any way be impaired by reason of the merger;
(3) The surviving corporation shall be responsible and liable for all the liabilities and
obligations of each corporation party to the merger; and neither the rights...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.06.htm - 2K - Match Info - Similar pages
10A-2-12.02
Section 10A-2-12.02 Sale of assets other than in regular course of business. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as
the same may be amended from time to time, a corporation may sell, lease, exchange, or otherwise
dispose of all, or substantially all, of its property, with or without the good will, otherwise
than in the usual and regular course of business on the terms and conditions and for the consideration
determined by the corporation's board of directors, if the board of directors proposes and
its shareholders approve the proposed transaction. (b) For a transaction to be authorized:
(1) The board of directors must recommend the proposed transaction to the shareholders unless
the board of directors determines that because of a conflict of interest or other special
circumstances it should make no recommendation and communicates...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-12.02.htm - 3K - Match Info - Similar pages
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