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10A-2A-8.01
Section 10A-2A-8.01 Requirement for and functions of board of directors. (a) Except as may
be provided in an agreement authorized under Section 10A-2A-7.32, each corporation shall have
a board of directors. (b) Except as may be provided in an agreement authorized under Section
10A-2A-7.32, and subject to any limitation in the certificate of incorporation permitted by
Section 10A-2A-2.02(b), all corporate powers shall be exercised by or under the authority
of the board of directors, and the business and affairs of the corporation shall be managed
by or under the direction, and subject to the oversight, of the board of directors. (Act 2019-94,
ยง1.)...
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10A-30-2.09
Section 10A-30-2.09 Appointment of custodian for close corporation; applicable to corporations
formed as close corporations or electing close corporation status prior to January 1, 1995.
(a) The circuit court of the county in which the corporation has its registered office or
any court in such place having jurisdiction, upon application of any shareholder, may appoint
one or more persons to be custodians, and, if the corporation is insolvent, to be receivers,
of any close corporation when: (1) Pursuant to Section 10A-30-2.08, the business and affairs
of the corporation are managed by the shareholders and they are so divided that the business
of the corporation is suffering or is threatened with irreparable injury and any remedy with
respect to such deadlock provided in the governing documents or in any written agreement of
the shareholders has failed; or (2) The petitioning shareholder has the right to the dissolution
of the corporation under a provision of the certificate of formation...
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11-54B-50
Section 11-54B-50 District management corporation limits, powers, and duties. (a) District
management corporations provided for in this article shall be incorporated under the Alabama
Nonprofit Corporation Act, Chapter 3 of Title 10A, and shall exercise their powers in a manner
consistent with that law. (b) To qualify for designation by ordinance to manage a self-help
business improvement district, the articles of incorporation of a proposed district management
corporation shall provide all of the following: (1) That a board of directors shall manage
the property, business, and affairs of the corporation. (2) The names and addresses of the
initial members of the board of directors. (3) That the initial members of the board shall
be divided into three groups which are as equal in number as is possible, that those groups
will serve for initial terms of one, two, and three years respectively, and that all directors
thereafter elected by the board of directors shall serve for a term of...
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16-33C-25
Section 16-33C-25 Administration of programs. (a) In acquiring, investing, reinvesting, exchanging,
retaining, selling, and managing property for the benefit of the ABLE Program and ACES Program,
the Savings Board, and any person, investment manager, or committee to whom the Savings Board
delegates any of its investment authority, shall act as trustee and shall exercise the judgment
and care under the circumstances then prevailing which persons of prudence, discretion, and
intelligence exercise in the management of their own affairs, not in regard to speculation
but to permanent disposition of funds, considering the probable income as well as the safety
of their capital. (b) No Savings Board member nor any person, investment manager, or committee
to whom the Savings Board delegates any of its investment authority who acts within the standard
of care set forth in subsection (a) shall be held personally liable for any losses, damages,
or claims suffered by the ABLE Program or ACES...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
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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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5-17-11
Section 5-17-11 Election of officers; duties of officers and directors; compensation; liability.
(a) At the first meeting and at subsequent times prescribed in the bylaws, the directors shall
elect a president. The president must be either a member of the board of directors or an employee
of the credit union who is not a member of the board of directors. If the credit union elects
a president who is not a member of the board of directors, the board of directors shall elect
from their own number a chair and one or more vice chairs of the board of directors. The board
of directors, in accordance with the bylaws, may remove any officer who is not a member of
the board of directors. At the first meeting and at subsequent annual meetings prescribed
in the bylaws, the directors shall elect from their own number, a secretary and treasurer,
who may be the same individual. To nominate a candidate by petition, the petition should conform
to the requirements as specified in the bylaws. The bylaws...
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31-5A-4
Section 31-5A-4 Operation of state veterans' homes; award of contract. The department shall
contract with a non-governmental entity to operate a state veterans' home or homes for the
care and support of elderly or disabled veterans in the State of Alabama. Contracts for the
procurement of services required to manage, administer, and operate a state veterans' home
shall be awarded on a competitive basis through the solicitation of proposals. The contract
may be awarded to the vendor whose proposal is most advantageous to the state, taking into
consideration cost factors, program suitability factors, management plan, excellence of program
design, key personnel, corporate or company resources, financial condition of the vendor,
corporate experience and past performance, and any other requirements deemed necessary by
the State Board of Veterans' Affairs and expressed in its solicitation for proposals. Any
contract awarded under this section shall be for a period not to exceed five years....
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10A-2-14.05
Section 10A-2-14.05 Effect of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A dissolved corporation
continues its corporate existence but may not carry on any business except that appropriate
to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2)
Disposing of its properties that will not be distributed in kind to its shareholders; (3)
Discharging or making provision for discharging its liabilities; (4) Distributing its remaining
property among its shareholders according to their interests; and (5) Doing every other act
necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation
does not: (1) Alter the limited liability status of its subscribers and shareholders under
Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets
distributed to a shareholder in liquidation; (2) Transfer title to...
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10A-30-2.06
Section 10A-30-2.06 Corporate option where a restriction on transfer of shares is held invalid;
applicable to corporations formed as close corporations or electing close corporation status
prior to January 1, 1995. If a restriction on transfer of shares of a close corporation is
held not to be authorized by the Alabama Business Corporation Law, the corporation shall nevertheless
have an option for a period of 30 days after the judgment setting aside the restriction becomes
final, to acquire the restricted shares at a price which is agreed upon by the parties or
if no agreement is reached as to price, then at the fair value as determined by the circuit
court of the county in which the corporation has its registered office or any court in such
place having jurisdiction. In order to determine fair value, the court may appoint an appraiser
to receive evidence and report to the court his or her findings and recommendation as to fair
value. The appraiser shall have such powers and shall...
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