9-10-37
Section 9-10-37 Refunding bonds. (a) The corporation may provide by resolution for the issuance
of refunding bonds for the purpose of refunding any bonds then outstanding which shall have
been issued under the provisions of this article, including the payment of any redemption
premium thereon and any interest accrued or to accrue to the date of redemption of such bonds
and, if deemed advisable by the corporation, for the additional purpose of constructing improvements,
extensions or enlargements of the project or projects in connection with which the bonds to
be refunded shall have been issued. (b) The corporation is further authorized to provide by
resolution for the issuance of its bonds for the combined purpose of: (1) Refunding any bonds
then outstanding which shall have been issued under the provisions of this article, including
the payment of any redemption premium thereof and any interest accrued or to accrue to the
date of redemption of such bonds and (2) Paying all or any part...
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10A-30-2.12
Section 10A-30-2.12 Shareholders' option to dissolve corporation; applicable to corporations
formed as close corporations or electing close corporation status prior to January 1, 1995.
(a) The certificate of formation of any close corporation may include a provision granting
to any shareholder, or to the holders of any specified number or percentage of shares of any
class of shares, an option to have the corporation dissolved at will or upon the occurrence
of any specified event or contingency. Whenever any such option to dissolve is exercised,
the shareholders exercising the option shall give written notice thereof to all other shareholders.
After the expiration of 30 days following the sending of the notice, the dissolution of the
corporation shall proceed as if the required number of shareholders having voting power had
consented in writing to dissolution of the corporation as provided by the Alabama Business
Corporation Law. (b) If the certificate of formation as originally filed...
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11-89-36
Section 11-89-36 Dissolution. Upon dissolution of a special corporation, all assets of the
corporation shall be vested in the district. The dissolution may occur by expiration of the
corporate life of the special corporation by the terms of its certificate of incorporation,
or by adoption of a resolution to dissolve by the board of directors of the special corporation,
if it has no bonds outstanding. (Acts 1994, No. 94-707, p. 1370, §7.)...
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10A-1-1.06
Section 10A-1-1.06 Synonymous terms. To the extent not inconsistent with the Constitution of
Alabama of 1901, and other statutes of this state wherein the terms may be found, and as the
context requires, in this title or any other statute of this state: (1) a reference to certificate
of formation includes, in the case of a corporation, articles of incorporation, certificate
of incorporation, and charter; in the case of limited partnership, a certificate of limited
partnership and a certificate of formation; in the case of a limited liability company, certificate
of formation and articles of organization; and in the case of a business trust or a real estate
investment trust, declaration of trust and, similarly, a reference to articles of incorporation,
certificate of incorporation, charter, certificate of limited partnership, or articles of
organization includes a certificate of formation; (2) a reference to articles of dissolution
includes statement of dissolution and certificate of...
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10A-2-14.05
Section 10A-2-14.05 Effect of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A dissolved corporation
continues its corporate existence but may not carry on any business except that appropriate
to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2)
Disposing of its properties that will not be distributed in kind to its shareholders; (3)
Discharging or making provision for discharging its liabilities; (4) Distributing its remaining
property among its shareholders according to their interests; and (5) Doing every other act
necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation
does not: (1) Alter the limited liability status of its subscribers and shareholders under
Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets
distributed to a shareholder in liquidation; (2) Transfer title to...
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10A-2A-14.05
Section 10A-2A-14.05 Effect of dissolution. (a) A dissolved corporation continues its existence
as a corporation but may not carry on any business except as is appropriate to wind up and
liquidate its business and affairs, including: (1) collecting its assets; (2) disposing of
its properties that will not be distributed in kind to stockholders; (3) discharging or making
provisions for discharging its liabilities; (4) distributing its remaining property among
its stockholders according to their interests; and (5) doing every other act necessary to
wind up and liquidate its business and affairs. (b) In winding up its business and affairs,
a corporation may: (1) preserve the corporation's business and affairs and property as a going
concern for a reasonable time; (2) prosecute, defend, or settle actions or proceedings whether
civil, criminal, or administrative; (3) transfer the corporation's assets; (4) resolve disputes
by mediation or arbitration; (5) merge or convert in accordance with...
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11-60-2
Section 11-60-2 Legislative intent; construction of chapter generally. (a) It is the intention
of the Legislature by the passage of this chapter to promote the public health and general
welfare by authorizing the incorporation in the several municipalities in this state of public
corporations to acquire, enlarge, improve, expand, own, operate, lease, and dispose of properties
to the end that such corporation may be able to promote public interest and participation
in sports, athletics, and recreational activities and to provide or improve public parks in
this state, including all buildings, facilities, and improvements incident thereto or useful
in connection therewith. It is the further intent of the Legislature by the passage of this
chapter to vest such public corporations with all powers that may be necessary to enable them
to accomplish such purposes. (b) This chapter shall be liberally construed in conformity with
the said intention. (Acts 1967, Ex. Sess., No. 218, p. 264, §1.)...
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11-50-392
Section 11-50-392 Contents, acknowledgment, filing, and recordation of certificate of incorporation;
procedure for amendment thereof; dissolution of district and disposition of systems, etc.,
upon payment of indebtedness of district in full. (a) The certificate of incorporation of
any gas district incorporated under this article shall state: (1) The name of the corporation,
which shall be a name indicating in a general way the area or municipalities proposed to be
served by the district (e.g., "The South Alabama Gas District" or "The _____
County Gas District" or "The _____, _____, and _____ (naming the municipalities
which are members thereof) Gas District"); (2) The names of all the municipalities which
are to be members of the district; (3) The location of the principal office of the district
and its post office address; (4) The period for the duration of the corporation (if the duration
is to be perpetual, this fact should be stated); and (5) The objects for which the district
is...
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11-59-10
Section 11-59-10 Bonds - Security for payment of principal and interest; remedies upon default.
The principal of and interest on any bonds issued by the corporation shall be secured by a
pledge of the revenues out of which the same shall be made payable and may be secured by a
mortgage or deed of trust covering all or any part of the facilities from which the revenues
so pledged may be derived, including all supplies, equipment and easement in connection with
such facilities and any enlargements of and additions to any thereof thereafter made. Any
such mortgage or deed of trust and the resolution under which the bonds are authorized to
be issued may contain any agreements and provisions respecting the management, operation and
maintenance of the facilities covered thereby, the fixing and collection of rents, fees and
charges for any portions thereof leased by the corporation or used by the public or any services
rendered respecting the same, the creation and maintenance of special...
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41-10-512
Section 41-10-512 Conveyance of land to corporation; conveyance of improvements back to state.
The Governor of Alabama or the officers of any public corporation, as appropriate, are authorized
and directed to execute and deliver immediately before or simultaneously with the issuance
of the first series of the bonds of the corporation contemplated by this article appropriate
deeds conveying to the corporation the title to that block of land bounded by the following
streets: Pelham, Jackson, Washington, and South Ripley in the Capitol complex in the City
of Montgomery, Alabama. The consideration for said conveyances shall be the corporation's
undertaking to reconvey said land with improvements free of charge to the state immediately
before the dissolution of the corporation. Since the land would otherwise remain unimproved,
said consideration is hereby conclusively determined to be valuable, adequate and fair. Immediately
prior to its dissolution the corporation shall also convey to the...
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