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10A-1-8.01
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 terms and conditions of a plan
of conversion of a nonprofit corporation must be approved by all the nonprofit corporation's
members entitled to vote thereon, if it is a nonprofit corporation with members with voting
rights, or as otherwise provided in the nonprofit...
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10A-1-8.02
the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the governing
documents of the corporation provide for approval of a merger by less than all of the corporation's
stockholders, approval of the merger shall constitute corporate action subject to appraisal
rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation into
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 surviving entity, notwithstanding
any provision in the governing documents of the corporation that is a party to the merger
providing for less than unanimous stockholder approval for the conversion. b. In the case
of a nonprofit corporation that is a party to the merger, a plan of merger must be approved
by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit
corporation with members with voting rights, or as otherwise provided...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
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16-44B-1
Commission may deem appropriate. The executive director shall serve as secretary to the Interstate
Commission, but shall not be a Member of the Interstate Commission. The executive director
shall hire and supervise such other persons as may be authorized by the Interstate Commission.
D. The Interstate Commission's executive director and its employees shall be immune from suit
and liability, either personally or in their official capacity, for a claim for damage to
or loss of property or personal injury or other civil liability caused or arising
out of or relating to an actual or alleged act, error, or omission that occurred, or that
such person had a reasonable basis for believing occurred, within the scope of Interstate
Commission employment, duties, or responsibilities; provided, that such person shall not be
protected from suit or liability for damage, loss, injury, or liability caused by the
intentional or willful and wanton misconduct of such person. 1. The liability of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-44B-1.htm - 46K - Match Info - Similar pages
10A-30-2.07
Section 10A-30-2.07 Agreements restricting discretion of directors; applicable to corporations
formed as close corporations or electing close corporation status prior to January 1, 1995.
A written agreement among the shareholders of a close corporation holding a majority of the
outstanding shares entitled to vote, whether solely among themselves or with a party not a
shareholder, is not invalid, as between the parties to the agreement, on the ground that it
so relates to the conduct of the business and affairs of the corporation as to restrict or
interfere with the discretion or powers of the board of directors. The effect of any such
agreement shall be to relieve the directors and impose upon the shareholders who are parties
to the agreement the liability for managerial acts or omissions which is imposed on directors
to the extent and so long as the discretion or powers of the board in its management of corporate
affairs is controlled by such agreement. (Acts 1980, No. 80-633, p....
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10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation
may at any time restate its certificate of formation as theretofore amended, in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed restated certificate of formation and directing that
they be submitted to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. (2) Written notice setting forth the proposed restated
articles or a summary of the provisions thereof shall be given to each member entitled to
vote thereon, within the time and in the manner provided in this chapter for the giving of
notice of meetings of members. If the meeting is an annual meeting, the proposed restated
articles or a summary of the provisions thereof may be included in the notice of the annual
meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
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10A-3-5.02
Section 10A-3-5.02 Procedure for consolidation. (a) Any two or more domestic nonprofit corporations
may consolidate into a new nonprofit corporation pursuant to a plan of consolidation approved
in the manner provided in this chapter. (b) Each nonprofit corporation shall adopt a plan
of consolidation setting forth: (1) The names of the nonprofit corporations proposing to consolidate,
and the name of the new nonprofit corporation into which they propose to consolidate, which
is hereinafter designated as the new nonprofit corporation. (2) The terms and conditions of
the proposed consolidation. (3) With respect to the new nonprofit corporation, all of the
statements required to be set forth in the certificate of formation for nonprofit corporations
organized under this chapter. (4) The other provisions with respect to the proposed consolidation
as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §42; §10-3A-101; amended
and renumbered by Act 2009-513, p. 967, §187.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-5.02.htm - 1K - Match Info - Similar pages
10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in articles of incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth
in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation
formed under this chapter must set forth: (1) The number of shares the corporation is authorized
to issue; (2) The names and addresses of the individuals who are to serve as the initial directors;
and (3) The purpose or purposes for which the corporation is organized, which may be stated
to be or to include the transaction of any lawful business for which corporations may be incorporated
under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent
with law regarding: (i) Reservation to the shareholders of the right to adopt the initial
bylaws of the corporation; (ii) Managing the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-2.02.htm - 2K - Match Info - Similar pages
10A-20-11.01
Section 10A-20-11.01 Alteration, amendment, or extension of charter by incorporated medical,
dental, pharmaceutical, etc., association. (a) Any incorporated medical association of the
State of Alabama, Alabama Dental Association, Alabama Pharmaceutical Association, or other
corporations organized similarly to the corporation or of a similar kind may alter, amend,
or extend its charter, or may do any two or all of these, in the manner following: (1) A written
resolution setting out the name of the corporation and embodying the proposed alterations,
amendments, or extensions shall be submitted to a lawful annual meeting of the corporation
or other lawful meeting of the corporation and adopted by a two-thirds vote of those present
at the meeting and lawfully entitled to vote on business matters coming before the meeting;
(2) The president, or some other executive officer of the corporation, and the secretary thereof
shall prepare, sign, and acknowledge as conveyances are acknowledged and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-11.01.htm - 2K - Match Info - Similar pages
10A-3-5.05
(3) The surviving or new nonprofit corporation shall have all the rights, privileges, immunities,
and powers and shall be subject to all the duties and liabilities of a nonprofit corporation
organized under this title. (4) The surviving or new nonprofit corporation shall thereupon
and thereafter possess all the rights, privileges, immunities, and franchises of a public
as well as of a private nature, of each of the merging or consolidating nonprofit corporations;
and all property, real, personal and mixed, and all debts due on whatever account,
and all other choses in action, and all and every other interest, of or belonging to or due
to each of the nonprofit corporations so merged or consolidated, shall be taken and deemed
to be transferred to and vested in the single nonprofit corporation without further act or
deed; and the title to any real estate, or any interest therein, vested in any nonprofit corporations
shall not revert or be in any way impaired by reason of the merger or...
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