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10A-1-8.02
the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the governing
documents of the corporation provide for approval of a merger by less than all of the corporation's
stockholders, approval of the merger shall constitute corporate action subject to appraisal
rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation into
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the corporation that is a party to the merger
providing for less than unanimous stockholder approval for the conversion. b. In the case
of a nonprofit corporation that is a party to the merger, a plan of merger must be approved
by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit
corporation with members with voting rights, or as otherwise provided...
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11-89-3
Section 11-89-3 Filing of application for incorporation of district; adoption of resolutions
approving or denying application, etc., by governing bodies. (a) In order to incorporate a
district under this chapter, any number of natural persons, not less than three, shall first
file an identical written application with the governing body of each county and municipality
located in whole or in part within the boundaries of the area or areas to be served by the
proposed district, or, if the district is to be a supply district, with the governing body
of each county, municipality, and public corporation to be served by the proposed district.
Such application shall contain: (1) A statement that the district proposes to render water
service, sewer service, and fire protection service or any one or more thereof; (2)(i) A concise
legal description of the area or areas in which the district proposes to render water service,
sewer service, and fire protection service or any thereof, a designation...
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33-18-1
of the ACT Basin, and to share this information among the commission members and with others;
(10) To cooperate with appropriate state, federal, and local agencies or any other person
in the development, ownership, sponsorship, and operation of water resource facilities in
the ACT Basin; provided, however, that the commission shall not own or operate a federally-owned
water resource facility unless authorized by the United States Congress; (11) To acquire,
receive, hold and convey such personal and real property as may be necessary for the
performance of its duties under the compact; provided, however, that nothing in this compact
shall be construed as granting the ACT Basin Commission authority to issue bonds or to exercise
any right of eminent domain or power of condemnation; (12) To establish and modify an allocation
formula for apportioning the surface waters of the ACT Basin among the States of Alabama and
Georgia; and (13) To perform all functions required of it by this...
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33-19-1
of the ACF Basin, and to share this information among the commission members and with others;
(10) To cooperate with appropriate state, federal, and local agencies or any other person
in the development, ownership, sponsorship, and operation of water resource facilities in
the ACF Basin; provided, however, that the commission shall not own or operate a federally-owned
water resource facility unless authorized by the United States Congress; (11) To acquire,
receive, hold and convey such personal and real property as may be necessary for the
performance of its duties under the compact; provided, however, that nothing in this compact
shall be construed as granting the ACF Basin Commission authority to issue bonds or to exercise
any right of eminent domain or power of condemnation; (12) To establish and modify an allocation
formula for apportioning the surface waters of the ACF Basin among the States of Alabama,
Florida and Georgia; and (13) To perform all functions required of it by...
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10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
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11-49B-7
subject to the provisions of Section 11-49B-19 specified in its certificate of incorporation.
(2) To sue and be sued in its own name in civil suits and actions and to defend suits against
it. (3) To adopt and make use of a corporate seal and to alter the seal 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, whether located in one or more counties
or municipalities and whether located within or outside the authorizing county. (6) To make,
enter into, and execute contracts, agreements, leases, and other instruments and to take other
actions as may be necessary or convenient to accomplish any purpose for which the authority
was organized or to exercise any power expressly granted under this chapter. (7) To plan,
establish, develop, acquire, purchase, lease, construct, reconstruct,...
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11-92C-2
Section 11-92C-2 Definitions. For the purposes of this chapter, the following words have the
following meanings: (1) APPLICANT. A natural person who files a written application with the
governing body of any authorizing subdivision in accordance with Section 11-92C-3. (2) AUTHORITY.
Any local redevelopment authority organized pursuant to this chapter. (3) AUTHORIZING RESOLUTION.
A resolution adopted by the governing body of any authorizing subdivision in accordance with
Section 11-92C-3, which authorizes the incorporation of the authority. (4) AUTHORIZING SUBDIVISION.
Any county or municipality that has adopted an authorizing resolution. (5) BOARD. The board
of directors of an authority. (6) BONDS. Any bonds, notes, certificates, or any other form
of indebtedness representing an obligation to pay money. (7) CONTIGUOUS. Two or more tracts
of land if touching for a continuous distance of not less than 200 feet. The term shall include
tracts of land divided by bodies of water, streets,...
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16-16A-7
Section 16-16A-7 Additional findings; bonds authorized; procedures. (a) The Legislature finds
that the number of students attending the several school systems located in those areas of
North Alabama that will be directly impacted by the 2005 BRAC and Subsequent BRAC Actions
will collectively increase by an estimated 9,000 students. As a result, there will be a need
for the construction of additional school facilities as well as the renovation of existing
school facilities. The Legislature also finds that the 2005 BRAC and Subsequent BRAC Actions
will have a positive impact on future receipts to the Education Trust Fund, as the significant
population growth in North Alabama will increase sales, income, and other tax collections.
Thus, it is an efficient use of state funds to allow such revenue growth to help pay for capital
improvement costs associated with BRAC-related school construction. (b) The Alabama Public
School and College Authority is hereby authorized to sell and issue its...
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44-2-10
Interstate Commission may deem appropriate. The executive director shall serve as secretary
to the Interstate Commission, but shall not be a member and shall hire and supervise such
other staff as may be authorized by the Interstate Commission. Section C. Qualified immunity,
defense and indemnification 1. The Commission's executive director and employees shall be
immune from suit and liability, either personally or in their official capacity, for any claim
for damage to or loss of property or personal injury or other civil liability
caused or arising out of or relating to any actual or alleged act, error, or omission that
occurred, or that such person had a reasonable basis for believing occurred within the scope
of commission employment, duties, or responsibilities; provided, that any such person shall
not be protected from suit or liability for any damage, loss, injury, or liability
caused by the intentional or willful and wanton misconduct of any such person or caused by
acts or...
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45-25-250.02
Section 45-25-250.02 Amendment of certificate of incorporation. (a) The certificate of incorporation
of the authority incorporated under this article may at any time and from time to time be
amended in the manner provided in this section. (b)(l) The board of directors of the authority
shall first adopt a resolution proposing an amendment to the certificate of incorporation
which shall be set forth in full in the resolution and which amendment may include: a. A change
in the name of the authority. b. The addition to the service area of the authority of new
territory lying within DeKalb County. c. Provisions for the operation of a system or facility
the operation of which is not then provided for in the certificate of incorporation of the
authority and which the authority is authorized by this article to operate. d. Any matters
which might have been included in the original certificate of incorporation. e. Provisions
for the addition to the service area of the authority of new territory...
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