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10A-4-5.02
Section 10A-4-5.02 Admission of foreign professional corporations. (a) A foreign professional
corporation shall be entitled to register under Article 7 of Chapter 1 for authority to render
professional services in Alabama only if: (1) A professional corporation incorporated under
this chapter would be allowed to register or procure a certificate of authority or equivalent
authorization to render professional services in the state under whose laws the foreign professional
corporation is organized; (2) The foreign professional corporation meets the requirements
of Section 10A-4-2.01; (3) The foreign professional corporation designates the Alabama licensed
individual or individuals through whom it will render professional services in Alabama and
the individual or individuals are not, at time of the designation, so designated by any other
foreign professional corporation; (4) The name of the foreign professional corporation meets
the requirements of Section 10A-1-5.08, provided that the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-5.02.htm - 2K - 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...
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22-21-358
Section 22-21-358 Powers of authorities. In addition to all other powers at any time conferred
on it by law, and subject to any express provisions of its certificate of incorporation or
certificate of reincorporation to the contrary, an authority shall (to the extent at the time
not prohibited by the Constitution of Alabama) have the following powers, together with all
powers incidental thereto or necessary to the discharge thereof in corporate form: (1) To
participate as a shareholder in a corporation, as a joint venturer in a joint venture, as
a general or limited partner in a limited partnership or a general partnership, as a member
in a nonprofit corporation or as a member of any other lawful form of business organization,
which provides health care or engages in activities related thereto; (2) To make or arrange
for loans, contributions to capital and other debt and equity financing for the activities
of any corporation of which such authority is a shareholder, any joint venture...
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22-21-361
Section 22-21-361 Definitions. The following terms shall have the meanings respectively ascribed
by this section unless the context clearly indicates otherwise: (1) COMMISSIONER. The commissioner
of insurance of this state. (2) DENTAL SERVICE PLAN or PLAN. Any plan or other arrangement
whereby dental services are provided in whole or in part through a dental service corporation
by dentists participating in the plan to provide dental services to those members of the public
who become subscribers to the plan under a contract with such corporation. The terms "dental
service plan" or "plan" do not include an insurer authorized by the insurance
department to transact insurance in this state or to a nonprofit health insurance plan organized
pursuant to Section 10-4-100, or to any policy of insurance or contract which includes dental
benefits issued by such insurer or nonprofit health insurance plan. (3) DEPARTMENT. The Department
of Insurance. (4) LICENSE. The certificate of authority issued...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-361.htm - 1K - Match Info - Similar pages
10A-1-3.06
Section 10A-1-3.06 Filings in case of merger or conversion. Unless provided otherwise in a
chapter of this title governing an entity, the formation and existence of a domestic entity
that is a converted entity in a conversion or that is to be created pursuant to a plan of
merger takes effect and commences on the effectiveness of the conversion or merger, as appropriate.
(Act 2009-513, p. 967, §13; Act 2018-125, §1; Act 2019-94, §2.)...
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10A-2-13.01
Section 10A-2-13.01 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (1) "Corporate action"
means the filing of articles of merger or share exchange by the judge of probate or Secretary
of State, or other action giving legal effect to a transaction that is the subject of dissenters'
rights. (2) "Corporation" means the issuer of shares held by a dissenter before
the corporate action, or the surviving or acquiring corporation by merger or share exchange
of that issuer. (3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under Section 10A-2-13.02 and who exercises that right when and in the manner
required by Sections 10A-2-13.20 through 10A-2-13.28. (4) "Fair Value," with respect
to a dissenter's shares, means the value of the shares immediately before the effectuation
of the corporate action to which the dissenter objects, excluding any appreciation or depreciation
in...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.01.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-11.01.htm - 2K - Match Info - Similar pages
10A-20-12.01
Section 10A-20-12.01 Alteration or amendment of charter by corporations not of business character;
filing and contents of declarations; issuance of certificate; provisions cumulative. (a) Unless
otherwise provided, any corporation, not of a business character, may alter or amend its charter
whenever not less than three-fourths in number of its members, in case of corporations having
no central or general governing body, or where the corporations have a central or general
governing body, then whenever not less than three-fourths of the first four principal officers
of the central or general governing body, shall deliver to the Secretary of State for filing,
together with a filing fee in the amount prescribed in Chapter 1 for an amendment to a certificate
of formation, a declaration in writing signed by them setting forth: (1) When the corporation
was organized, its name and what changes, if any, it is desired to make in the name; (2) The
purposes of the corporation as the same are set...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-12.01.htm - 3K - Match Info - Similar pages
22-21-370
Section 22-21-370 Posting of securities or surety bond; custody of securities; exemption from
taxation; release of securities or bond; modification orders; hearing; effect of failure to
comply. (a) To assure the faithful performance of its obligations in the event of insolvency
each dental service corporation authorized under Section 22-21-364 shall, through the commissioner,
deposit and maintain with the Treasurer of the State Securities of the type eligible for deposit
by insurers under Section 27-6-3, which securities shall have at all times a market value
as follows: (1) A corporation which has operated no dental service plan in this state prior
to January 1, 1983, shall, prior to the issuance of its certificate of authority and before
receiving any subscription payments, place in trust with the Treasurer of the State, through
the commissioner an initial amount of $50,000.00; (2) A corporation operating a dental service
plan business in this state prior to January 1, 1983, and...
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10A-2A-1.45
Section 10A-2A-1.45 Definitions. In this article: (1) "Corporate action" means any
action taken by or on behalf of the corporation, including any action taken by the incorporator,
the board of directors, a committee of the board of directors, an officer or agent of the
corporation or the stockholders. (2) "Date of the defective corporate action" means
the date (or the approximate date, if the exact date is unknown) the defective corporate action
was purported to have been taken. (3) "Defective corporate action" means (i) any
corporate action purportedly taken that is, and at the time such corporate action was purportedly
taken would have been, within the power of the corporation, but is void or voidable due to
a failure of authorization, and (ii) an overissue. (4) "Failure of authorization"
means the failure to authorize, approve, or otherwise effect a corporate action in compliance
with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate
resolution,...
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