11-22-6
Section 11-22-6 Certificate of incorporation - Amendments. If any corporation formed under this chapter has accidentally or inadvertently failed to comply with the requirements hereof in its organization, such omission or defect may be corrected by filing an amendment as provided in this section. The certificate of incorporation of any corporation formed under this chapter may also at any time and from time to time be amended so as to make any changes therein and add any provisions thereto which might have been included in the certificate of incorporation in the first instance. Any amendment shall be effected in the following manner: The members of the board of directors of the corporation shall file with the governing body of the county an application in writing seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made. Such governing body shall consider such application and, if it shall by appropriate resolution...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-22-6.htm - 2K - Match Info - Similar pages
11-60-6
Section 11-60-6 Certificate of incorporation - Amendment. If any corporation formed under this chapter has accidentally or inadvertently failed to comply with the requirements of this chapter in its organization, such omission or defect may be corrected by filing an amendment as provided in this section. The certificate of incorporation of any corporation formed under this chapter may also at any time and from time to time be amended so as to make any changes therein and add any provisions thereto which might have been included in the certificate of incorporation in the first instance. Any amendment shall be effected in the following manner: The members of the board of directors of the corporation shall file with the governing body of the municipality an application in writing seeking permission to amend the certificate of incorporation, specifying in such application the amendment proposed to be made. Such governing body shall consider such application and, if it shall by appropriate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-60-6.htm - 2K - Match Info - Similar pages
10A-2-13.02
Section 10A-2-13.02 Right to dissent. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03 or the articles of incorporation and the shareholder is entitled to vote on the merger or (ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04; (2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation of a sale or exchange by all, or substantially all, of the property of the corporation other than in the usual and regular course of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.02.htm - 3K - Match Info - Similar pages
10A-20-6.09
Section 10A-20-6.09 Selection of health care facility by certificate holders. Any holder in good standing of a certificate for a health service may select any health care facility which may be designated by a corporation to render the necessary health service thereunder. (Acts 1935, No. 544, p. 1157; Code 1940, T. 28, §309; Acts 1973, No. 1041, p. 1631, §1; §10-4-108; amended and renumbered by Act 2009-513, p. 967, §334.)...
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10A-2A-10.05
Section 10A-2A-10.05 Amendment by board of directors. Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt amendments to the corporation's certificate of incorporation without stockholder approval: (a) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (b) to delete the names and addresses of the incorporators or initial directors; (c) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; (d) if the corporation has only one class of stock outstanding: (1) to change each issued and unissued authorized share of stock of the class into a greater number of whole shares of stock of that class; or (2) to increase the number of authorized shares of stock of the class to the extent necessary to permit the issuance of stock as a stock dividend; (e) to change the corporate name,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.05.htm - 2K - Match Info - Similar pages
10A-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (a) "Certificate of formation," with respect to a limited liability company, means the certificate provided for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent limited liability company" means a constituent organization that is a limited liability company. (c) "Constituent organization" means an organization that is party to a merger under Article 10. (d) "Converted organization" means the organization into which a converting organization converts pursuant to Article 10. (e) "Converting limited liability company" means a converting organization that is a limited liability company. (f) "Converting organization" means an organization that converts into another organization pursuant to Article 10. (g) "Disqualified person" means any person who is not a qualified person. (h) "Distribution" except...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-5A-1.02.htm - 5K - Match Info - Similar pages
16-17A-21
Section 16-17A-21 Reincorporation. (a) Any public corporation that meets the criteria specified in subsection (b) may reincorporate as an authority under this chapter, and become subject to and governed by this chapter, as provided in this section. (b) A public corporation may reincorporate under this section if it satisfies both of the following: (1) The public corporation is a health care authority incorporated or reincorporated under Title 22, Chapter 21, Articles 11 and 11A. (2) The public corporation was incorporated with the approval of a university. (c) In order to reincorporate a qualifying public corporation as an authority, the following steps shall be completed: (1) The board of directors of the qualifying public corporation shall first adopt a resolution proposing articles of reincorporation. (2) After the adoption by the board of a resolution approving articles of reincorporation, the qualifying public corporation shall file with the sponsoring university a written request...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-17A-21.htm - 3K - Match Info - Similar pages
40-18-162
Section 40-18-162 Determination of tax of shareholder. (a) In determining the tax of a shareholder for the shareholder's taxable year in which the taxable year of the Alabama S corporation ends, or for the final taxable year of a shareholder who dies or of a trust or estate that terminates before the end of the corporation's taxable year, there shall be taken into account the shareholder's pro rata share of the corporation's: (1) Items of income, including tax-exempt income, loss, deduction, or credit the separate treatment of which could affect the liability for tax of any shareholder, including charitable contributions, and (2) Nonseparately computed income or loss. The term "nonseparately computed income or loss" means gross income minus the deductions allowed to the corporation under this article, determined by excluding all items described in subdivision (1) of this subsection. (b) The character of any item included in a shareholder's pro rata share under subsection (a) of this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-18-162.htm - 4K - Match Info - Similar pages
10A-2A-16.01
Section 10A-2A-16.01 Corporate records. (a) A corporation shall maintain the following records: (1) its certificate of incorporation as currently in effect; (2) any notices to stockholders referred to in Section 10A-2A-1.20(c)(5) specifying facts on which a filed document is dependent if those facts are not included in the certificate of incorporation or otherwise available as specified in Section 10A-2A-1.20(c)(5); (3) its bylaws as currently in effect; (4) all written communications within the past three years to stockholders generally; (5) minutes of all meetings of, and records of all actions taken without a meeting by, its stockholders, its board of directors, and board committees established under Section 10A-2A-8.25; (6) a list of the names and business addresses of its current directors and officers; and (7) its most recent annual report delivered to the Secretary of State under Section 10A-2A-16.11. (b) A corporation shall maintain all annual financial statements prepared for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-16.01.htm - 2K - Match Info - Similar pages
10A-2A-6.03
Section 10A-2A-6.03 Issued and outstanding stock. (a) A corporation may issue the number of shares of stock of each class or series authorized by the certificate of incorporation. Stock that is issued is outstanding stock until it is reacquired, redeemed, converted, or cancelled. (b) The reacquisition, redemption, or conversion of outstanding stock is subject to the limitations of subsection (c) and to Section 10A-2A-6.40. (c) At all times that stock of the corporation is outstanding, one or more shares of stock that together have full voting rights and one or more shares of stock that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding. (Act 2019-94, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.03.htm - 1K - Match Info - Similar pages
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