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11-50-532
Section 11-50-532 Dissolution. When all obligations incurred by the corporation and all bonds
issued by it shall have been paid in full or provision for payment thereof shall have been
made by appropriate, segregation and deposit of funds sufficient for such purposes, then and
in such event the corporation may be dissolved by resolution adopted by vote of a majority
of the board, which resolution shall set out the plan of dissolution and shall designate three
directors who shall act as trustees in dissolution of the corporation. A copy of such resolution,
duly certified by the secretary of the corporation under its seal, shall be filed with the
Secretary of State, and, if it shows compliance with the foregoing requirements, it shall
be recorded by the Secretary of State with the certificate of incorporation. Upon such filing
and recording the corporation shall thereupon stand dissolved, and the trustees in dissolution
named in such resolution shall thereupon proceed to wind up the...
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22-30F-3
Section 22-30F-3 Definitions. The following words and phrases, whenever used in this chapter,
shall have the following respective meanings unless the context clearly indicates otherwise:
(1) AUTHORITY. The corporation organized pursuant to this chapter as a public corporation,
agency, and instrumentality of the state and known as the "Alabama Land Recycling Finance
Authority." (2) AUTHORIZING RESOLUTION. A resolution, order, or other proceedings adopted
by the board of directors of the authority authorizing the issuance of agreements and related
matters. (3) BOARD OF DIRECTORS. The board of directors of the authority. (4) DEPARTMENT.
The Alabama Department of Environmental Management or any successor. (5) ELIGIBLE PROPERTY.
Property which qualifies under Section 22-30E-6 for participation in the voluntary cleanup
program established pursuant to Chapter 30E of this title, and which is owned and operated
by an applicant or applicants which qualifies for the limitation of liability as...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-30F-3.htm - 5K - Match Info - Similar pages
41-10-53
Section 41-10-53 Authority and procedure for incorporation of authority; members, officers
and directors of authority; reduction to writing, recordation and admissibility in evidence
of proceedings of board of directors. (a) The Director of Finance, the Secretary of the Alabama
Department of Commerce, the State Treasurer and the Executive Secretary to the Governor are
hereby authorized to become a corporation, with the powers and authorities provided for in
this article, by proceeding according to the provisions hereinafter outlined in this article.
To become a corporation, the Director of Finance, the Secretary of the Alabama Department
of Commerce, the State Treasurer and the Executive Secretary to the Governor shall present
to the Secretary of State of Alabama an application signed by them which shall set forth:
(1) The name, official designation and official residence of each of the applicants, together
with a certified copy of the commission evidencing each applicant's right to...
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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...
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10A-2A-7.04
Section 10A-2A-7.04 Action without meeting. (a) Unless otherwise provided in the certificate
of incorporation, any action required or permitted by this chapter to be taken at any meeting
of the stockholders may be taken without a meeting, and without prior notice, if one or more
consents in writing setting forth the action so taken are signed by the holders of outstanding
stock having not less than the minimum number of votes that would be required to authorize
or take the action at a meeting at which all shares of stock entitled to vote on the action
were present and voted; provided, however, that if a corporation's certificate of incorporation
authorizes stockholders to cumulate their votes when electing directors pursuant to Section
10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action
must be evidenced by one or more written consents describing the action taken, signed by the
stockholders approving the action and delivered to the corporation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.04.htm - 4K - Match Info - Similar pages
2-10-101
Section 2-10-101 How federation organized and managed. Five or more associations or corporations
organized under this article, or whose purposes and operations are in any way promotive of,
and not inconsistent with, the purposes of this article, whether incorporated under this article
or not, may organize and incorporate a federation with such incorporated associations as members
thereof, such incorporated federation to be managed by a board of directors to be composed
of representatives of such constituent member associations. The articles of association and
incorporation for such federation shall contain the names of the constituent member associations,
and the signatures thereto shall be those of an executive officer of each of the constituent
associations. The other procedure and details of incorporation shall be the same as provided
in this article for the incorporation of the constituent incorporated associations, and the
organization meeting and adoption of bylaws shall be by...
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22-34-5
Section 22-34-5 Application for corporation; contents; officers; board of directors; record
of proceedings. (a) To become a corporation, the Governor, the Lieutenant Governor, the Speaker
of the House, the director of the department and the Director of Finance shall present to
the Secretary of State of Alabama an application signed by them which shall set forth: (1)
The name, official designation and official residence of each of the applicants, together
with a certified copy of the commission evidencing each applicant's right to office; (2) The
date on which each applicant was inducted into office and the term of office of each of the
applicants; (3) The name of the proposed corporation, which shall be the "Alabama Water
Pollution Control Authority"; (4) The location of the principal office of the proposed
corporation; and (5) Any other matter relating to the incorporation which the applicants may
choose to insert and which is not inconsistent with this chapter or any other laws of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-34-5.htm - 3K - Match Info - Similar pages
27-30-29
Section 27-30-29 Membership; meetings of members; voting rights. (a) Every holder of a policy,
certificate, or benefit agreement issued by the association and then in force shall be deemed
to be a member of the association. (b) Annual and special meetings of the members of a domestic
mutual aid association formed on the mutual plan shall be held as provided by the laws of
this state for stock insurers. (c) Notwithstanding the provisions of subdivision (b) (1) of
Section 27-27-22, each member of the association shall be entitled to one vote upon each matter
voted upon at the meeting. Each member shall have the right to attend and vote on all matters
before the meeting in person or by written proxy executed at least 30 days prior to the meeting.
(Acts 1971, No. 407, p. 707, ยง587.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-30-29.htm - 1K - Match Info - Similar pages
10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting a plan of
merger or share exchange, the board of directors of each corporation party to the merger,
and the board of directors of the corporation whose shares will be acquired in the share exchange,
shall submit the plan of merger, except as provided in subsection (g), or share exchange for
approval by its shareholders. (b) For a plan of merger or share exchange to be approved: (1)
The board of directors must recommend the plan of merger or share exchange 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 plan; and (2) The shareholders entitled to vote must approve
the plan. (c) Subject to the corporation's articles of...
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10A-2A-1.48
Section 10A-2A-1.48 Action on ratification. (a) The quorum and voting requirements applicable
to a ratifying action by the board of directors under Section 10A-2A-1.47(a) shall be the
quorum and voting requirements applicable to the corporate action proposed to be ratified
at the time such ratifying action is taken. (b) If the ratification of the defective corporate
action requires approval by the stockholders under Section 10A-2A-1.47(c), and if the approval
is to be given at a meeting, the corporation shall notify each holder of valid and putative
stock, regardless of whether entitled to vote, as of the record date for notice of the meeting
and as of the date of the occurrence of defective corporate action, provided that notice shall
not be required to be given to holders of valid or putative stock whose identities or addresses
for notice cannot be determined from the records of the corporation. The notice must state
that the purpose, or one of the purposes, of the meeting, is to...
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