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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22-21-133
Section 22-21-133 Incorporation - Certificate of incorporation - Contents; amendments. (a)
The certificate of incorporation of the authority shall state: (1) The name and address of
each of the incorporators, and a statement that each of them is a duly qualified elector of,
and property owner in, the municipality; (2) The name of the authority, which shall be "The
Hospital Building Authority of the (City or Town) of _____," "The Hospital Authority
of the (City or Town) of _____," some other name of similar import; (3) The location
of its principal office, which shall be in the municipality; (4) The number of directors,
which shall be three or other uneven number not less than three; and (5) Any other matter
relating to the authority that the incorporators may choose to insert and which shall not
be inconsistent with this article or with the laws of the state. The certificate of incorporation
shall be signed and acknowledged by each of the incorporators before an officer authorized
by...
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9-14A-4
Section 9-14A-4 Alabama State Parks System Improvement Corporation. (a) The Governor, the Lieutenant
Governor or his or her designee, the President Pro Tempore of the Senate or his or her designee,
the Speaker of the House of Representatives or his or her designee, the Commissioner of the
Department of Conservation and Natural Resources of the state, and the Director of Finance
of the state may become a corporation, with the powers and authorities hereinafter provided,
by proceeding according to the provisions of this chapter. To become a corporation, the Governor,
the Lieutenant Governor or his or her designee, the President Pro Tempore of the Senate or
his or her designee, the Speaker of the House of Representatives or his or her designee, the
Commissioner of the Department of Conservation and Natural Resources, and the Director of
Finance shall present to the Secretary of State of Alabama an application signed by them which
shall set forth: (1) The name, official designation and...
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9-14A-5
Section 9-14A-5 Alabama Public Historical Sites and Parks Improvement Corporation. (a) The
Governor, the Lieutenant Governor or his or her designee, the President Pro Tempore of the
Senate or his or her designee, the Speaker of the House of Representatives or his or her designee,
the Commissioner of the Department of Conservation and Natural Resources, and the Director
of Finance of the state may become a corporation, with the powers and authorities hereinafter
provided, by proceeding according to the provisions of this chapter. To become a corporation,
the Governor, the Lieutenant Governor or his or her designee, the President Pro Tempore of
the Senate or his or her designee, the Speaker of the House of Representatives or his or her
designee, the Commissioner of the Department of Conservation and Natural Resources, and the
Director of Finance shall present to the Secretary of State of Alabama an application signed
by them which shall set forth: (1) The name, official designation and...
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11-59-9
Section 11-59-9 Bonds - Form, terms, denominations, etc.; execution, sale, delivery, redemption,
etc.; refunding of bonds. All bonds issued by the corporation shall be revenue bonds and shall
be payable solely out of the revenues derived from the leasing or operation by the corporation
of its facilities or of any thereof as may be designated in the proceedings of the board of
directors under which they shall be authorized to be issued. Such bonds may be executed and
delivered by the corporation at any time and from time to time, may be in such form and denominations
and of such tenor and maturities, may be in registered or bearer form either as to principal
or interest or both, may be payable in such installments and at such time or times, not exceeding
40 years from the date thereof, may be payable at such place or places whether within or without
the State of Alabama, may bear interest at such rate or rates payable at such time or times
and at such place or places and evidenced in...
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27-3-17
Section 27-3-17 Application for certificate of authority - Filing. To apply for an original
certificate of authority an insurer shall file with the commissioner its application therefor,
accompanied by the applicable fees as specified in Section 27-4-2, showing its name, location
of its home office or, if an alien insurer, principal office in the United States, kinds of
insurance to be transacted, state or country of domicile and such additional information as
the commissioner may reasonably require, together with the following documents, as applicable:
(1) A copy of its corporate charter, articles of incorporation or other charter documents
with all amendments thereto, certified by the public officer with whom the originals are on
file in the state or country of domicile; (2) If a mutual insurer, a copy of its bylaws, as
amended, certified by its secretary or other officer having custody thereof; (3) If a foreign
reciprocal insurer, copies of the power of attorney of its...
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41-10-723
Section 41-10-723 Alabama Construction Recruitment Institute - Application. (a) The Alabama
Construction Recruitment Institute shall be incorporated as a public corporation with the
powers herein provided. (b) The Governor, the state Commissioner of Revenue, and the Director
of Finance shall present to the Secretary of State of Alabama an application signed by them
which shall set forth all of the following: (1) The name, official designation, and official
residence of each of the applicants and the initial appointed members of the board. (2) The
date on which each applicant and member of the board took office or was appointed, respectively,
by his or her respective appointing authority and the term of office of each member's respective
appointing authority. (3) The location of the principal office of the proposed corporation,
which shall be in the City of Montgomery. (4) Any other matter relating to the institute which
the applicants may choose to insert and which is not inconsistent...
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10A-2A-11.03
Section 10A-2A-11.03 Stock exchange. (a) By complying with this Article 11: (1) a corporation
may acquire all of the stock of one or more classes or series of stock, of another corporation
or foreign corporation, in exchange for stock or other securities, obligations, rights to
acquire stock or other securities, cash, other property, or any combination of the foregoing,
pursuant to a plan of stock exchange; or (2) all of the stock of one or more classes or series
of stock of a corporation may be acquired by another corporation or foreign corporation, in
exchange for stock or other securities, obligations, rights to acquire stock or other securities,
cash, other property, or any combination of the foregoing, pursuant to a plan of stock exchange.
(b) A foreign corporation may be the acquired entity in a stock exchange only if the stock
exchange is permitted by the governing statute of that foreign corporation. (c) The plan of
stock exchange must include: (1) the name of each corporation...
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23-1-56
Section 23-1-56 Contracts to do work - Qualification of bidders. (a) Prequalifications of contractors.
The Director of Transportation shall require all bidders to furnish a statement under oath,
on such forms as the State Department of Transportation may prescribe, of detailed information
with respect to their financial resources, equipment, past record, and experience of both
the firm and personnel of the organization, together with such other information as the State
Department of Transportation may deem necessary for carrying out the provisions of this chapter.
Such forms shall include a financial statement actually prepared by a certified public accountant
(C.P.A.) or any independent licensed public accountant approved by the Alabama State Department
of Transportation, an inventory of equipment listing its location and book value, a listing
of material and equipment houses with whom a line of credit is established as well as those
firms from whom principal materials and equipment...
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10A-2A-1.48
Section 10A-2A-1.48 Action on ratification. (a) The quorum and voting requirements applicable
to a ratifying action by the board of directors under Section 10A-2A-1.47(a) shall be the
quorum and voting requirements applicable to the corporate action proposed to be ratified
at the time such ratifying action is taken. (b) If the ratification of the defective corporate
action requires approval by the stockholders under Section 10A-2A-1.47(c), and if the approval
is to be given at a meeting, the corporation shall notify each holder of valid and putative
stock, regardless of whether entitled to vote, as of the record date for notice of the meeting
and as of the date of the occurrence of defective corporate action, provided that notice shall
not be required to be given to holders of valid or putative stock whose identities or addresses
for notice cannot be determined from the records of the corporation. The notice must state
that the purpose, or one of the purposes, of the meeting, is to...
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