45-46-90.06
Section 45-46-90.06 Powers of the authority. (a) The authority 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 perpetuity, subject to Section 45-46-90.18, specified in its certificate of incorporation. (2) To sue and be sued in its own name in civil suits and actions, excepting actions in tort, and to defend suits against it. (3) To adopt and make use of a corporate seal and to alter the same at pleasure. (4) To adopt and alter bylaws for the regulation and conduct of its affairs and business. (5) To acquire, receive, and take, by purchase, gift, lease, devise, or otherwise, and to hold property of every description, real, personal, or mixed. (6) To make, enter into, and execute such contracts, agreements, leases, and other instruments and to take such other actions as may be necessary or convenient to accomplish any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-46-90.06.htm - 9K - Match Info - Similar pages
33-12-5
Section 33-12-5 Powers, duties and functions. The powers, duties and functions of the agency shall be as follows: (1) GENERALLY. The agency a. Shall have perpetual succession in its corporate name. b. May sue and be sued in its corporate name. c. May adopt, use and alter a corporate seal, which shall be judicially noticed. d. May enter into such contracts and cooperative agreements with the federal, state and local governments, with agencies of such governments, with private individuals, corporations, associations, trusts and other organizations as the board may deem necessary or convenient to enable it to carry out the purposes of this chapter, including the planned, orderly residential development of the area. e. May adopt, amend and repeal bylaws. f. May appoint such managers, officers, employees, attorneys and agents as the board deems necessary for the transaction of its business, fix their compensation, define their duties, require bonds of such of them as the board may...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/33-12-5.htm - 18K - Match Info - Similar pages
11-50-523
Section 11-50-523 Amendment of certificate of incorporation. Whenever the board shall deem it desirable to amend the certificate, it may do so in the following manner: The board shall adopt a resolution declaring the proposed amendment to be desirable and specifying the matters of such amendment and providing for the filing with the Secretary of State of such amendment. In the event the proposed amendment provides for the addition of territory to be served by the corporation, the resolution shall describe generally the boundaries of such additional territory, which shall not include any territory served by an existing utility unless consent to the inclusion in the proposed amendment of the territory served by the existing utility shall be given by the owner of each utility in such additional territory. Following the adoption of such resolution, the officers of the corporation designated by the board for such purpose shall than execute a report of such amendment which shall set forth...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50-523.htm - 2K - Match Info - Similar pages
10A-2A-10.03
Section 10A-2A-10.03 Amendment by board of directors and stockholders. If a corporation has issued stock, an amendment to the certificate of incorporation shall be adopted in the following manner: (a) The proposed amendment shall first be adopted by the board of directors. (b) Except as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment shall then be approved by the stockholders. In submitting the proposed amendment to the stockholders for approval, the board of directors shall recommend that the stockholders approve the amendment, 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 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors must inform the stockholders of the basis for its so proceeding. (c) The board of directors may set conditions for the approval of the amendment by the stockholders or the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.03.htm - 3K - Match Info - Similar pages
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
11-94-6
Section 11-94-6 Certificate of incorporation - Amendment procedure; recordation of amendment as conclusive evidence. The certificate of incorporation may 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. Such an amendment shall be effected in the following manner: The board of the authority shall file with the governing body of each authorizing subdivision a resolution seeking permission to amend the certificate of incorporation, specifying in such resolution the amendment proposed to be made. The governing body of each authorizing subdivision shall consider such resolution and, if each of them shall by appropriate resolution duly find and determine that it is wise, expedient, necessary, or advisable that the proposed amendment be made and shall authorize the same to be made and shall approve the form of the proposed amendment, then the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-94-6.htm - 2K - Match Info - Similar pages
10A-2A-6.02
Section 10A-2A-6.02 Terms of class or series determined by board of directors. (a) When any corporation desires to issue any shares of stock of any class or of any series of any class of which the powers, designations, preferences, and relative, participating, optional, or other rights, if any, or the qualifications, limitations, or restrictions thereof, if any, shall not have been set forth in the certificate of incorporation or in any amendment thereto but shall be provided for in a resolution or resolutions adopted by the board of directors pursuant to authority expressly vested in it by the certificate of incorporation or any amendment thereto, a certificate of designations setting forth a copy of the board resolution or resolutions and the number of shares of stock of the class or series as to which the resolution or resolutions apply shall be executed and delivered to the Secretary of State for filing and shall become effective in accordance with Article 4 of Chapter 1. If the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.02.htm - 4K - Match Info - Similar pages
11-62-3
Section 11-62-3 Application for authority to form corporation; adoption of resolution by governing body authorizing incorporation; execution, acknowledgement, filing, recordation and contents of certificate of incorporation; effect of granting of authority for incorporation upon incorporation of other such corporations. (a) By proceeding in the manner set forth herein, any number of natural persons, not less than three, may incorporate a special care facilities financing authority in any municipality of the state. Such authority shall be organized as a public corporation and instrumentality of the state with the powers hereinafter set forth. The incorporators shall first file with the governing body of such municipality a written application seeking permission to incorporate such authority, which application shall be accompanied by a proposed form of certificate of incorporation for such authority and such supporting documents or evidence as the incorporators may consider appropriate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-62-3.htm - 6K - Match Info - Similar pages
10A-2-10.07
Section 10A-2-10.07 Restated 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) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action. (b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Section 10A-2-10.03. (c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement that identifies any amendment or other change it would make in the articles. (d) A corporation restating its articles of incorporation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.07.htm - 2K - Match Info - Similar pages
45-29-90.03
Section 45-29-90.03 Certificate of incorporation. (a) To become a corporation, the persons who are designated to become members of the initial board of directors of the authority, as provided in Section 45-29-90.02, shall present to the Judge of Probate of Fayette County, a certificate of incorporation signed by them which shall contain all of the following: (1) The name and official residence of each of the persons. (2) The term of office of each of the persons as such directors. (3) The name of the proposed corporation which shall be the Tom Bevill Reservoir Management Area Authority. (4) A concise legal description of the areas included in the Tom Bevill Reservoir Management Area. (5) The location of the principal office of the proposed corporation which shall be in Fayette County. (6) Any other matter relating to the incorporation that the persons may choose to insert and which is not inconsistent with this article or the laws of the State of Alabama. (b) The certificate of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-29-90.03.htm - 2K - Match Info - Similar pages
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