|
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.58.htm - 3K - Match Info - Similar pages
11-20-34
Section 11-20-34 Certificate of incorporation - Filing with probate judge; examination, approval,
and recordation by probate judge. When executed and acknowledged in conformity with Section
11-20-33, the certificate of incorporation shall be filed with the judge of probate of the
county. The judge of probate shall thereupon examine the certificate of incorporation and,
if he finds that the recitals contained therein are correct, that the requirements of Section
11-20-33 have been complied with and that the name is not identical with or so nearly similar
to that of another corporation already in existence in this state as to lead to confusion
and uncertainty, he shall approve the certificate of incorporation and record it in an appropriate
book or record in his office. The recording of the certificate shall constitute the findings
and approval required by the preceding sentence. When such certificate has been so made and
filed, the applicants shall constitute a public corporation under...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-20-34.htm - 1K - Match Info - Similar pages
11-94-5
Section 11-94-5 Certificate of incorporation - Filing with probate judge; examination, approval,
and recordation by probate judge; recordation as conclusive evidence. When executed and acknowledged
in conformity with Section 11-94-4, the certificate of incorporation shall be filed with the
judge of probate of the county which is an authorizing subdivision. The judge of probate shall
thereupon examine the certificate of incorporation and, if he finds that the recitals contained
therein are correct, that the requirements of Section 11-94-4 have been complied with, and
that the name is not identical with or so nearly similar to that of another corporation already
in existence in this state so as to lead to confusion and uncertainty, he shall approve the
certificate of incorporation and record it in an appropriate book or record in his office.
The recording of the certificate of incorporation shall be conclusive evidence that the required
findings and approvals have been made. When such...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-94-5.htm - 1K - Match Info - Similar pages
22-21-72
Section 22-21-72 Incorporation - Application. Whenever any number of natural persons, not less
than three, shall file with the county commission of any county in this state an application
in writing for authority to incorporate a public corporation for hospital purposes in the
manner provided in this section, and if it shall be made to appear to the county commission
of such county that each of said persons is a duly qualified elector of, and owner of property
in, said county and if the county commission of the county shall adopt a resolution, which
shall be duly entered upon the minutes of such county commission, wherein it shall be declared
that it will be wise, expedient and necessary that such a corporation be formed and that the
persons filing said application shall be authorized to proceed to form the corporation, then
said persons shall proceed to become the incorporators of the corporation in the manner provided
in this section. If it is proposed that the corporation shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-72.htm - 2K - Match Info - Similar pages
10A-2-10.03
Section 10A-2-10.03 Amendment by board of directors and shareholders. 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 propose one or more amendments to the
articles of incorporation for submission to the shareholders. (b) For the amendments to be
adopted: (1) The board of directors must recommend the amendment to the shareholders unless
the board of directors determines that because of conflict of interest or other special circumstances
it should make no recommendation and communicates the basis for its determination to the shareholders
with the amendment; and (2) The shareholders entitled to vote on the amendment must approve
the amendment as provided in subsection (e). (c) Subject to the corporation's articles of
incorporation, the board of directors may condition its submission of the proposed amendment
on any basis, except that the board of directors may not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.03.htm - 2K - Match Info - Similar pages
11-92C-4
Section 11-92C-4 Procedure to incorporate; contents and execution of certificate of incorporation.
(a) Within 40 days following the adoption of the authorizing resolution, the applicants shall
proceed to incorporate the authority by filing for record in the office of the judge of probate
of the county in which the proposed local redevelopment area is 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 section. (b) The certificate of
incorporation of an authority shall state all of the following: (1) The names of the persons
forming the authority, and that each of them is a duly qualified elector residing in the authorizing
subdivision. (2) The name of the authority, which shall include the local redevelopment authority.
(3) A general description of the proposed project. (4) The period for the duration of the
authority; subject to Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-92C-4.htm - 3K - Match Info - Similar pages
45-37-170.24
Section 45-37-170.24 Public corporation. When the application has been made, filed, and recorded,
as herein provided, the applicants shall constitute a public corporation under the name submitted
in the application, and the Secretary of State shall make and issue to the applicants a certificate
of incorporation under the Great Seal of the State and shall record such certificate with
the application. There shall be no fees paid to the Secretary of State for any service rendered
or work performed in connection with the authority thus formed, its incorporation, dissolution,
or records. (Act 87-793, p. 1553, ยง5.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-37-170.24.htm - 927 bytes - Match Info - Similar pages
10-1-3
Section 10-1-3 Alteration or amendment of charter by corporations not of business character;
filing and contents of declarations; issuance of certificate; provisions cumulative. (a) Unless
otherwise provided, any corporation, not of a business character, may alter or amend its charter
whenever not less than three fourths in number of its members, in case of corporations having
no central or general governing body, or where such corporations have a central or general
governing body, then whenever not less than three fourths of the first four principal officers
of such central or general governing body, shall file in the office of the judge of probate
of the county wherein the original declaration of incorporation was filed or in cases where
the charter was granted by an act of the Legislature, prior to the adoption of the Constitution
in 1901, in the Office of the Secretary of State, a declaration in writing signed by them
setting forth: (1) When such corporation was organized, its name...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10-1-3.htm - 3K - Match Info - Similar pages
10A-20-7.20
Section 10A-20-7.20 Amendment of certificate of formation. (a) The certificate of formation
may be amended by the votes of the stockholders and the members of the corporation, voting
separately by classes, and the amendments shall require approval by the affirmative vote of
two thirds of the votes to which the stockholders shall be entitled and two thirds of the
votes to which the members shall be entitled; provided, that no amendment of the certificate
of formation which is inconsistent with the general purposes expressed in this article, which
authorizes any additional class of capital stock to be issued or which eliminates or curtails
the right of the state Comptroller to examine the corporation or the obligation of the corporation
to make reports as provided in Section 10A-20-7.18 shall be made; and provided further, that
no amendment of the certificate of formation which increases the obligation of a member to
make loans to the corporation, makes any change in the principal...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.20.htm - 2K - Match Info - Similar pages
11-54-84
Section 11-54-84 Certificate of incorporation - Filing with probate judge; examination, approval,
and recordation by probate judge. When executed and acknowledged in conformity with Section
11-54-83, the certificate of incorporation shall be filed with the judge of probate of any
county in which may be located any portion of the territory embraced within the corporate
limits of the municipality. The judge of probate shall thereupon examine the certificate of
incorporation and, if he finds that the recitals contained therein are correct, that the requirements
of Section 11-54-83 have been complied with and that the name is not identical with or so
nearly similar to that of another corporation already in existence in this state as to lead
to confusion and uncertainty, he shall approve the certificate of incorporation and record
it in an appropriate book or record in his office. When such certificate has been so made,
filed, and approved, the applicants shall constitute a public...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54-84.htm - 1K - Match Info - Similar pages
|