5-7A-62
Section 5-7A-62 Application to convert charter; written plan of conversion; authorizing resolution; submission to superintendent; fee; tentative approval; vote of stockholders or members; directors; articles of incorporation and bylaws; statement of superintendent's objections; amendment; appeal of disapproval; application to FDIC; final approval and permit. Any savings institution may apply to the superintendent for permission to convert its charter in order to do business as a state chartered bank in accordance with the following procedures: (1) The board of directors shall approve a written plan of conversion, the application for conversion and shall adopt an authorizing resolution, all by a vote of a majority of all the directors. The plan of conversion shall include a statement of: a. The proposed organization and management structure of the resulting bank if the application were approved, and the proposed name under which it would do business as a bank; b. The method and time...
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10A-17-1.04
Section 10A-17-1.04 Governance. (a) A nonprofit association may adopt written rules for its regulation, management, governance and dissolution. (b) As to matters not addressed by written rules, the following rules shall apply: (1) A member of a nonprofit association shall be entitled to participate in the governance of the association. A majority of the votes cast on a matter by members present and voting at a properly called meeting shall govern as to that matter. (2) As to any matter not determined by vote, the association may take action in accordance with its settled practices. (c) A member acting on behalf of the association shall discharge his or her duties in a manner the member reasonably believes to be in the best interest of the association. (Acts 1995, No. 95-527, p. 1064, §4; §10-3B-4; amended and renumbered by Act 2009-513, p. 967, §320.)...
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2-6-74
Section 2-6-74 Board of directors; officers; quorum; compensation; record of proceedings. The powers of the corporation shall be vested in a board of directors consisting of the persons at any time holding the offices of Governor, Commissioner of Agriculture and Industries and Director of Finance. Any two members of the board of directors shall constitute a quorum for the transaction of business. No vacancy in the membership of the board of directors or the voluntary disqualification or abstention of any member thereof shall impair the right of a quorum of the board of directors to act. The corporation shall have a president, a vice-president and a secretary, who shall be elected by the board of directors from the members of the board, and a treasurer, who shall be the State Treasurer of the state. If it so desires, the board of directors may appoint an assistant secretary who need not be a member of the board of directors. The officers of the corporation shall hold their respective...
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27-27-22
Section 27-27-22 Domestic mutual insurers - Bylaws. (a) A domestic mutual insurer shall have bylaws for the government of its affairs. The initial board of directors of a domestic mutual insurer shall adopt original bylaws, subject to the approval of the insurer's members at the next succeeding meeting. The members shall have power to make, modify, and revoke bylaws. (b) The bylaws shall provide: (1) That each member is entitled to one vote upon each matter coming to a vote at meetings of members or to more votes in accordance with a reasonable classification of members as set forth in the bylaws and based upon the amount of insurance in force, number of policies held, or upon the amount of the premiums paid by such member or upon other reasonable factors. A member shall have the right to vote in person or by his written proxy made not less than 30 days prior to the meeting. No such proxy shall be made irrevocable for longer than a period of three years; (2) For election of directors...
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27-27-24
Section 27-27-24 Directors of domestic insurers - Removal; vacancies. (a) At a special meeting of stockholders or members called for that purpose, any director of a stock or mutual insurer may be removed from office by an affirmative vote of stockholders or members holding in the aggregate a majority of the voting power of all stockholders or members of an insurer entitled to vote at an election of directors. If the board of directors, or any member thereof, is so removed, new directors may be elected at the same meeting. (b) Vacancies in the board of directors may be filled by the remaining members of the board, and each person so elected shall be a director until his successor is elected by the stockholders or members at the next annual meeting of stockholders or members or at any special meeting of stockholders or members called for that purpose and held prior thereto. (Acts 1971, No. 407, p. 707, §520.)...
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5-7A-2
Section 5-7A-2 Proceedings to effect consolidation, merger or transfer. Before such consolidation, merger or transfer shall become effective, the following proceedings must be had and done. The board of directors of each bank affected must pass a resolution stating that such consolidation, merger or transfer is desirable and order the officers of the bank to call a meeting of the stockholders to consider the proposition. Upon the passage of such resolution by the directors, the officers shall mail a notice of such meeting to each stockholder at his last known place of residence, postage prepaid, at least 30 days before the date set for the meeting of stockholders, which notice shall specify the date and place of the meeting and the purpose for which the meeting is to be held. A copy of the resolution must also be forwarded to the superintendent for his information, and he shall investigate the advisability of such consolidation, merger or transfer. On the day of the meeting of the...
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10A-2A-7.20
Section 10A-2A-7.20 Stockholders' list for meeting. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its stockholders who are entitled to notice of a stockholders' meeting. If the board of directors fixes a different record date under Section 10A-2A-7.07(e) to determine the stockholders entitled to vote at the meeting, a corporation also shall prepare an alphabetical list of the names of all its stockholders who are entitled to vote at the meeting. A list must be arranged by voting group (and within each voting group by class or series of stock) and show the address of and number of shares of stock held by each stockholder. If the corporation has an electronic mail address for a stockholder and the corporation uses that electronic mail address to send notices and other communications to that stockholder, then the corporation shall include that electronic mail address on the stockholders' list. (b) The stockholders' list...
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10A-3-2.32
Section 10A-3-2.32 Books and records. Each nonprofit corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its registered office or principal office in Alabama a record of the names and addresses of its members entitled to vote, directors and officers. All books and records of a nonprofit corporation may be inspected by any member, director or officer, or his or her agent or attorney, for any proper purpose at any reasonable time. (Acts 1984, No. 84-290, p. 502, §28; §10-3A-43; amended and renumbered by Act 2009-513, p. 967, §175.)...
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37-7-19
Section 37-7-19 Dissolution. Any corporation created under this chapter may be dissolved by filing in the Office of the Secretary of State a certificate which shall be entitled and endorsed "CERTIFICATE OF DISSOLUTION of _____" (the blank space being filled in with the name of the corporation) and shall state: The name of the corporation and, if such corporation is a corporation resulting from a consolidation as provided in this chapter, the names of the original corporation; the date of filing of the certificate of incorporation in the Office of the Secretary of State and, if such corporation is a corporation resulting from a consolidation as provided in this chapter, the dates on which the certificates of incorporation of the original corporations were filed in the Office of the Secretary of State; the fact that the corporation elects to dissolve; the name and post office address of each of its directors and the name, title and post office address of each of its officers. Such...
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10A-5-6.06
Section 10A-5-6.06 Cessation of membership. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) A person ceases to be a member of a limited liability company upon the occurrence of one or more of the following events: (1) The member ceases to be a member by voluntary act as provided in subsection (d). (2) The member ceases to be a member of the limited liability company as provided in Section 10A-5-6.03. (3) The member is removed as a member in either of the following manners: a. In accordance with the operating agreement. b. Subject to contrary provisions in the operating agreement, when the member assigns all of the member's interest in the limited liability company, by an affirmative vote of a majority in number of the members who have not assigned their interests. (b) Subject to contrary provisions in the operating agreement, or written consent of all members at the time, a person ceases to be a member upon the occurrence of one or more of the...
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