45-49-90.02
Section 45-49-90.02 Authority to incorporate; participation of municipality. (a) Whenever any
number of natural persons, not less than three, shall file with the governing body of Mobile
County an application in writing for authority to incorporate a public corporation under this
part, which application shall contain the proposed articles of incorporation and bylaws of
the public corporation, and if it shall be made to appear to such governing body that each
of the persons is a duly qualified elector of and owner of property in the county, and if
the governing body of the county shall adopt a resolution which shall be duly entered upon
the minutes of such governing body wherein it shall be found and determined that it is wise,
expedient, necessary, or advisable that such a corporation be formed and that the persons
filing the application shall be authorized to proceed to form such corporation, then the persons
shall proceed to organize such corporation by executing, acknowledging, and...
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11-50-314
Section 11-50-314 Powers of corporation generally; provisions in mortgages, deeds of trust,
or pledge agreements executed by corporation as to rights of parties thereto, etc. (a) Each
corporation formed or the certificate of incorporation of which is amended under this article
shall have the following powers together with all powers incidental thereto or necessary to
the discharge thereof in corporate form: (1) To have succession by its corporate name for
the duration of time (which may be in perpetuity) specified in its certificate of incorporation
or until dissolved as provided in this article; (2) To sue and be sued and to defend civil
actions against it; (3) To make use of a corporate seal and to alter the same at pleasure;
(4) To acquire, purchase, construct, operate, maintain, enlarge, extend, and improve any system
or systems, the operation of which is provided for in the certificate of incorporation of
such corporation or in any amendment thereto (whether or not such system or...
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11-59-4
Section 11-59-4 Certificate of incorporation - Contents; execution and acknowledgment. (a)
The certificate of incorporation shall set forth: (1) The names and residences of the applicants
together with a recital that each of them is an elector of and taxpayer in the municipality;
(2) The name of the corporation which shall be the Public Athletic Board of the _____ of _____
(the blank spaces to be filled in with the name of the municipality, including the proper
designation thereof as a city or town); (3) A recital that permission to organize the corporation
had been granted by resolution duly adopted by the governing body of the municipality and
the date of the adoption of such resolution; (4) The location of the principal office of the
corporation (which shall be in the municipality); (5) The purposes for which the corporation
is proposed to be organized; (6) The number of directors of the corporation; (7) The period,
if any, for the duration of the corporation; and (8) Any other...
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11-89-32
Section 11-89-32 Procedure to form special corporation. (a) In order to provide for operation
and financing of one or more, but not all, of its authorized services under Chapter 89, Title
11, by following the procedures set out in this article, any district may establish a separate
public corporation and grant to it the power to finance and operate any, but not all, of the
authorized services of the district. If any district may, by its certificate of incorporation,
provide more than one of fire protection service, sewer service, or water service in its service
area, it may provide that any one or more of the services, but not all of them, may be operated
and financed through a special corporation organized pursuant to this article. The procedure
to organize a special corporation is as follows: The board shall adopt a resolution specifying
that it is necessary or expedient that a special corporation be organized pursuant to this
article to operate and finance one or more, but not all,...
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11-99B-3
Section 11-99B-3 Filing of application for incorporation of district; adoption of resolutions
approving or denying application by governing bodies. (a) In order to incorporate a district
under this chapter, any number of natural persons, not less than three, shall first file an
identical written application with the governing body of each county, municipality, and public
corporation proposed to be a member of the proposed district. Such application shall contain:
(1) A statement of each project that the district proposes to acquire or construct. (2) A
general description of the area or areas in which the district proposes to acquire or construct
such project or projects, and the name of each county, municipality, and public corporation
proposed to be a member of the district. (3) A proposed total number of directors, which shall
be at least equal to the total number of counties and municipalities, and public corporations
with the governing bodies of which such application is filed, but...
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22-51-8
Section 22-51-8 Board of directors - Composition; appointment, qualifications, terms and compensation
of members; vacancies; executive committee. Each corporation shall be governed by a board
of directors of nine or more members, selected as provided in this section. Each governing
body which authorized the formation of the corporation shall appoint three members of the
said board of directors; provided, that if the area to be served by the corporation shall
be located wholly within an area governed by a single governing body, the said governing body
shall appoint nine members to the said board; provided further, that if the said area to be
served shall be located wholly within an area governed by at least two, but not more than
two, governing bodies, or if the formation of the board was authorized by only two governing
bodies, each of the said governing bodies shall be entitled to appoint at least five members
of the said board, or such other number as may be provided by the...
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11-54B-11
Section 11-54B-11 District management corporation limits, powers, and duties. (a) District
management corporations shall be incorporated under the Alabama Nonprofit Corporation Act
(Chapter 3A of Title 10) and shall exercise their powers in a manner consistent with such
act. (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 must
provide the following: (1) That the property, business, and affairs of the corporation shall
be managed by a board of directors. (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 such groups will serve for initial
terms of one (1), two (2) and three (3) years respectively, and that all directors thereafter
elected by the board of directors shall serve for a term of three (3) years. (4)...
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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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10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation
that is a constituent organization or the acquired entity in a stock exchange, the plan of
merger or stock exchange shall be adopted in the following manner: (a) The plan of merger
or stock exchange shall first be adopted by the board of directors. (b) Except as provided
in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock
exchange shall then be approved by the stockholders. In submitting the plan of merger or stock
exchange to the stockholders for approval, the board of directors shall recommend that the
stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2),
that the stockholders tender their stock to the offeror in response to the offer, unless (i)
the board of directors makes a determination that because of conflicts of interest or other
special circumstances it should not make a recommendation or (ii) Section...
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10A-2A-13.40
Section 10A-2A-13.40 Other remedies limited. (a) The legality of a proposed or completed corporate
action described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action
be enjoined, set aside or rescinded, in a legal or equitable proceeding by a stockholder after
the stockholders have approved the corporate action. (b) Subsection (a) does not apply to
a corporate action that: (1) was not authorized and approved in accordance with the applicable
provisions of: (i) Article 9, 10, 11, or 12 of this chapter or Article 8 of Chapter 1; (ii)
the certificate of incorporation or bylaws; or (iii) the resolution of the board of directors
authorizing the corporate action; (2) was procured as a result of fraud, a material misrepresentation,
or an omission of a material fact necessary to make statements made, in light of the circumstances
in which they were made, not misleading; (3) is an interested transaction, unless it has been
recommended by the board of directors in the...
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