10A-2A-1.45
Section 10A-2A-1.45 Definitions. In this article: (1) "Corporate action" means any
action taken by or on behalf of the corporation, including any action taken by the incorporator,
the board of directors, a committee of the board of directors, an officer or agent of the
corporation or the stockholders. (2) "Date of the defective corporate action" means
the date (or the approximate date, if the exact date is unknown) the defective corporate action
was purported to have been taken. (3) "Defective corporate action" means (i) any
corporate action purportedly taken that is, and at the time such corporate action was purportedly
taken would have been, within the power of the corporation, but is void or voidable due to
a failure of authorization, and (ii) an overissue. (4) "Failure of authorization"
means the failure to authorize, approve, or otherwise effect a corporate action in compliance
with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate
resolution,...
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10A-2A-8.58
Section 10A-2A-8.58 Variation by corporate action; application of division. (a) A corporation
may, by a provision in its certificate of incorporation, bylaws, or in a resolution adopted
or a contract approved by the board of directors or stockholders, obligate itself in advance
of the act or omission giving rise to a proceeding to provide indemnification in accordance
with Section 10A-2A-8.51 or advance funds to pay for or reimburse expenses in accordance with
Section 10A-2A-8.53. Any obligatory provision shall be deemed to satisfy the requirements
for authorization referred to in Section 10A-2A-8.53(c) and in Section 10A-2A-8.55(c). Any
provision that obligates the corporation to provide indemnification to the fullest extent
permitted by law shall be deemed to obligate the corporation to advance funds to pay for or
reimburse expenses in accordance with Section 10A-2A-8.53 to the fullest extent permitted
by law, unless the provision expressly provides otherwise. (b) A right of...
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10A-3-3.03
Section 10A-3-3.03 Commencement of corporate existence. Upon the effectiveness under Sections
10A-1-4.11 and 10A-1-4.12 of the filing of the certificate of formation with the Secretary
of State, the corporate existence shall begin. The Secretary of State's filing of the certificate
of formation shall be conclusive evidence that the corporation has been incorporated under
this chapter, except as against the State of Alabama in a proceeding to cancel or revoke the
incorporation or for involuntary dissolution of the corporation. (Acts 1984, No. 84-290, p.
502, §34; §10-3A-63; amended and renumbered by Act 2009-513, p. 967, §183; Act 2020-73,
§10.)...
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11-50-398
Section 11-50-398 Acquisition, construction, operation, etc., of gas distribution systems outside
territory of municipalities by which incorporated. Any such gas district may, if its certificate
of incorporation shall so provide, acquire, construct, own, and operate gas distribution systems
and any other facilities suitable to provide for the distribution and sale of gas outside
of the territory of the municipalities which are members of such gas district and outside
of the territory surrounding such municipalities. (Acts 1953, No. 436, p. 542, §2.)...
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22-21-74
Section 22-21-74 Incorporation - Certificate of incorporation - Filing; amendments. (a) The
certificate of incorporation shall have attached thereto a certified copy of the resolution
provided for in Section 22-21-73 and a certificate by the Secretary of State of the State
of Alabama that the name proposed for the corporation is not identical with that of any other
corporation in this state. The certificate of incorporation shall be signed and acknowledged
by the incorporators before an officer authorized by the laws of this state to take acknowledgment
of deeds and, with the documents attached, may be filed with the judge of probate of the county,
who shall forthwith receive and record the same. When the certificate of incorporation and
the documents attached have been filed as provided in this section, the corporation referred
to therein and composed of the incorporators named therein shall come into existence and shall
constitute a body corporate and politic under the name set forth...
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28-2A-3
Section 28-2A-3 Legislative intent. It is hereby declared the intention and the purpose of
this article to permit an election by the citizens of certain municipalities to determine
the wet or dry status of such municipalities with regard to the sale, distribution, and consumption
of alcoholic beverages within the corporate limits of such municipalities; and further that
such election shall be provided only in those municipalities which can provide safeguards
for the protection of the public welfare, health, peace, and morals of the people. In the
furtherance of the protection of the public welfare, health, peace, and morals, the Legislature
has determined that a population classification should be established to provide this method
of municipal option election only in those municipalities with a population of 1,000 or more
people within a county, it being the judgment of the Legislature that municipalities with
a lesser population would be unable to support and maintain such protection...
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11-22-16
Section 11-22-16 Dissolution. Whenever the board of directors of the corporation shall by resolution
determine that the purposes for which the corporation was formed have been substantially complied
with and all bonds theretofore issued and all obligations theretofore incurred by the corporation
have been fully paid, the then members of the board of directors of the corporation shall
thereupon execute and file for record in the office of the judge of probate of the county
in which the corporation is organized a certificate of dissolution reciting such facts and
declaring the corporation to be dissolved. Such certificate of dissolution shall be executed
under the corporate seal of the corporation. Upon the filing of such certificate of dissolution,
the corporation shall stand dissolved, the title to all funds and properties owned by it at
the time of such dissolution shall vest in the county, and possession of such funds and properties
shall forthwith be delivered to such county. (Acts...
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11-89A-4
Section 11-89A-4 Incorporation procedure; contents, execution, and filing of certificate of
incorporation; notice to Secretary of State. (a) Within 40 days following the adoption of
an authorizing resolution (or, if there is more than one, the last adopted thereof), the applicants
shall proceed to incorporate an authority by filing for record in the office of the judge
of probate of the county in which the principal office of the authority is to be located a
certificate of incorporation which shall comply in form and substance with the requirements
of this section and which shall be in the form and executed in the manner provided in this
chapter and shall also be in the form theretofore approved by the governing body of each determining
subdivision. (b) The certificate of incorporation of the authority shall state: (1) The names
of the persons forming the authority, and that each of them is a duly qualified elector of
the determining subdivision (or, if there is more than one, at least...
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11-94-18
Section 11-94-18 Dissolution of authority; vesting of title to funds and property of authority.
Whenever the board of any authority shall by resolution determine that the purposes for which
the authority was formed have been substantially complied with and any bonds theretofore issued
and all obligations theretofore incurred by the authority have been paid, the authority shall
thereupon execute and file for record in the office of the judge of probate of the county
in which its certificate of incorporation was filed a certificate of dissolution reciting
such facts and declaring the authority to be dissolved. Such certificate of dissolution shall
be signed by the president or vice president of the authority under its corporate seal. Upon
the filing of such certificate of dissolution the authority shall stand dissolved, the title
to all funds and properties owned by it at the time of such dissolution shall vest in equal
shares in its authorizing subdivisions and the possession of such...
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37-6-18
Section 37-6-18 Dissolution. (a) A cooperative which has not commenced business may dissolve
voluntarily by delivering to the Secretary of State articles of dissolution, executed and
acknowledged on behalf of the cooperative by a majority of the incorporators, which shall
state: (1) The name of the cooperative; (2) The address of its principal office; (3) The date
of its incorporation; (4) That the cooperative has not commenced business; (5) That the amount,
if any, actually paid in on account of membership fees, less any part thereof disbursed for
necessary expenses, has been returned to those entitled thereto and that all easements shall
have been released to the grantors; (6) That no debt of the cooperative remains unpaid; and
(7) That a majority of the incorporators elect that the cooperative be dissolved. Such articles
of dissolution shall be submitted to the Secretary of State for filing as provided in this
chapter. (b) A cooperative which has commenced business may dissolve...
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