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10A-30-1.15
Section 10A-30-1.15 Continuity of association independent of members or shareholders; applicable
to professional associations formed prior to January 1, 1984. Unless the certificate of formation
expressly provide otherwise, a professional association shall continue as a separate entity
independent of its members or shareholders for all purposes for such period of time as provided
in the certificate of formation or until dissolved by a vote of two thirds of the members,
and shall continue notwithstanding the death, insanity, incompetency, conviction for felony,
resignation, withdrawal, transfer of membership or ownership of shares, retirement, or expulsion
of any one or more of the members or shareholders, the admission or transfer of membership
or shares to any new member, members, shareholder, or shareholders or the happening of any
other event which, under the law of this state and under like circumstances, would work a
dissolution of the partnership, it being the aim and intention...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-1.15.htm - 1K - Match Info - Similar pages
10A-30-1.07
Section 10A-30-1.07 Stock and nonstock associations; nature and transferability of members'
interests; applicable to professional associations formed prior to January 1, 1984. A professional
association organized pursuant to this article may issue stock or certificates of evidence
of ownership of an interest in the assets of the professional association to the members of
a stock-type association, or the association may be a nonstock organization with the members
owning no individual interest in the assets of the association but with the rights and duties
specified in the certificate of formation, or the association may be a nonstock organization
with the members owning undivided interests in the assets of the association according to
the certificate of formation. The stock or certificates of ownership, if a stock-type association,
or a membership in a nonstock association, shall be freely transferable, except as may be
lawfully restricted in the certificate of formation. A professional...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-1.07.htm - 2K - Match Info - Similar pages
10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires,
the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under
common control with another person. An affiliate of an individual includes the spouse, or
a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or
spouse of any thereof, of the individual, or an individual having the same home as the individual,
or a trust or estate of which an individual specified in this sentence is a substantial beneficiary;
a trust, estate, incompetent, conservatee, protected person, or minor of which the individual
is a fiduciary; or an entity of which the individual is director, general partner, agent,
employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When
used to indicate a relationship with: (A) a domestic or foreign entity for which the person
is: (i) an officer or governing person; or (ii) a beneficial...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-1.03.htm - 25K - Match Info - Similar pages
10A-30-1.08
Section 10A-30-1.08 Board of governors; officers; bylaws; voting by members or shareholders;
applicable to professional associations formed prior to January 1, 1984. A professional association
organized pursuant to this article shall be governed by a board of governors elected by the
members or shareholders and represented by officers elected by the board of governors, so
that centralization of management will be assured, and no member shall have the power to bind
the association within the scope of the association's business or profession merely by virtue
of being a member or shareholder of the association. Members of the board of governors need
not be members or shareholders of the professional association and officers need not be members
of the board of governors; except, that the president shall be a member of the board of governors;
provided, that no officer or member of the board of governors who is not duly licensed to
practice the profession for which the professional...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-1.08.htm - 2K - Match Info - Similar pages
10A-4-3.02
Section 10A-4-3.02 Death or disqualification of shareholder. (a) Upon the death of a shareholder
of a domestic professional corporation, or if a shareholder of a domestic professional corporation
becomes a disqualified person, or if shares of a domestic professional corporation are transferred
by operation of law or court decree to a disqualified person, the shares of the deceased shareholder
or of the disqualified person may be transferred to a qualified person and, if not so transferred,
shall be purchased or redeemed by the domestic professional corporation to the extent of funds
which may be legally made available for the purchase. (b) If the price for the shares is not
fixed by the governing documents of the domestic professional corporation or by private agreement,
the domestic professional corporation, within six months after the death or 30 days after
the disqualification or transfer, as the case may be, shall make a written offer to pay for
the shares at a specified price...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-3.02.htm - 7K - Match Info - Similar pages
10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.01.htm - 18K - Match Info - Similar pages
22-21-260
Section 22-21-260 Definitions. As used in this article, the following words and terms, and
the plurals thereof, shall have the meanings ascribed to them in this section, unless otherwise
required by their respective context: (1) ACQUISITION. Obtaining the legal equitable title
to a freehold or leasehold estate or otherwise obtaining the substantial benefit of such titles
or estates, whether by purchase, lease, loan or suffrage, gift, devise, legacy, settlement
of a trust or means whatever, and shall include any act of acquisition. The term "acquisition"
shall not mean or include any conveyance, or creation of any lien or security interest by
mortgage, deed of trust, security agreement, or similar financing instrument, nor shall it
mean or include any transfer of title or rights as a result of the foreclosure, or conveyance
or transfer in lieu of the foreclosure, of any such mortgage, deed of trust, security agreement,
or similar financing instrument, nor shall it mean or include any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-260.htm - 11K - Match Info - Similar pages
10A-30-1.14
Section 10A-30-1.14 Purchase of membership or shares of former member or shareholder; applicable
to professional associations formed prior to January 1, 1984. If the governing documents of
a professional association fail to fix a price at which a professional association or its
members or shareholders may purchase the membership or shares of a deceased, retired, expelled,
or disqualified member or shareholder and if the governing documents do not otherwise provide,
then the price for such share or shares or membership shall be the book value of such share
or shares or membership at the end of the month immediately preceding the death or disqualification
of the member or shareholder. Book value shall be determined by an independent certified accountant
employed for such purpose from the books and records of the professional association by the
regular method of accounting employed by the professional association. The determination by
the certified public accountant of book value shall be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-1.14.htm - 1K - Match Info - Similar pages
10A-20-7.10
Section 10A-20-7.10 Rights to shares, bonds, securities, or other evidences of corporate indebtedness.
(a) Notwithstanding any rule at common law, any provision of any general or special law or
any provision in their respective charters, agreements of association, certificate of formation,
or trust indentures: (1) Any person, including all domestic corporations organized for the
purpose of carrying on business within this state, and further including, without implied
limitation, public utility companies, insurance companies, foreign corporations licensed to
do business within this state, all financial institutions, as defined in Section 10A-20-7.01,
and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer,
mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness
created by, or the shares of the capital stock of, the corporation and, while owners of the
stock, to exercise all the rights, powers, and privileges of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.10.htm - 2K - Match Info - Similar pages
10A-4-5.08
Section 10A-4-5.08 Application to existing corporations. (a) The provisions of this chapter
shall apply to all existing corporations organized under the statute formerly codified as
Article 11 of Chapter 4, Title 10 and repealed by Acts 1983, No. 83-514, effective January
1, 1984; provided, that any professional corporation, or nonprofit corporation, in existence
on December 31, 1983, in which duly licensed medical and dental professionals are shareholders,
or in the case of a nonprofit professional corporation, render medical and dental services,
shall be deemed to be in compliance with Sections 10A-4-2.01 and 10A-4-2.03, as amended, and
other applicable provisions of this chapter. The repeal of a prior act by this chapter shall
not impair, or otherwise affect, the organization or continued existence of an existing domestic
professional corporation nor the right of any foreign professional corporation presently qualified
to render professional services in Alabama to continue to do so...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-5.08.htm - 2K - Match Info - Similar pages
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