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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
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 converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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11-99B-5
Section 11-99B-5 Authorization and procedure for amendment of certificate of incorporation.
(a) The certificate of incorporation of any district may at any time and from time to time
be amended in the manner provided in this section. (b)(1) The board shall first adopt a resolution
proposing an amendment to the certificate of incorporation which shall be set forth in full
in the said resolution and which amendment may include, without limitation: a. A change in
the name of the district. b. The addition to the project or projects of the district of a
new project or projects and the proposed location thereof. c. Any matters which might have
been included in the original certificate of incorporation, or any change in any such matters.
(2) If any proposed amendment would add any new county, municipality, or public corporation
as a member of a district, such proposed amendment shall include, in addition: a. Provisions
for election of at least one director by the governing body of each such...
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9-10-36
Section 9-10-36 Issuance of bonds; issuance of notes and renewal notes; redemption of notes
or bonds; liability on notes or bonds; disposition of proceeds from sale of bonds; issuance
of interim receipts, etc. (a) Any such corporation is hereby authorized to provide by resolution
for the issuance of bonds of the corporation for any of its corporate purposes, including
the refunding of its bonds. The principal of and the interest on any issue of such bonds shall
be payable solely from, and may be secured by a pledge of, tolls, rentals, sales receipts
and other revenues of all or any part of the project or projects financed in whole or in part
with the proceeds of such bond issue or with the proceeds of bonds refunded or to be refunded
by such issue. The proceeds of any such bonds may be used or pledged for the payment or security
of the principal or of the interest on bonds and for the establishment of any or all reserves
for such payment or security or for other corporate purposes as...
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10A-2-7.03
Section 10A-2-7.03 Court-ordered meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The circuit court
of the county where a corporation's principal office, or, if none in this state, its registered
office, is located may summarily order a meeting to be held: (1) On application of any shareholder
of the corporation entitled to participate in an annual meeting if an annual meeting was not
held within the earlier of 12 months after the end of the fiscal year or 15 months after its
last annual meeting; or (2) On application of a shareholder who signed a demand for a special
meeting valid under Section 10A-2-7.02, if: (i) Notice of the special meeting was not given
within 30 days after the date the demand was delivered to the corporation's president or secretary;
or (ii) The special meeting was not held in accordance with the notice. (b) The court may
fix the time and place of the meeting, determine the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.03.htm - 1K - Match Info - Similar pages
10A-20-7.04
Section 10A-20-7.04 Powers of corporation. In furtherance of its purposes and in addition to
the powers now or hereafter conferred on business corporations by Alabama statutes, the corporation
shall, subject to the restrictions and limitations contained in this section, have the following
powers: (1) To elect, appoint, and employ officers, agents, and employees to make contracts
and incur liabilities for any of the purposes of the corporation; provided, that the corporation
shall not incur any secondary liability by way of guaranty or endorsement of the obligations
of any person, firm, corporation, joint stock company, association, or trust or in any other
manner. (2) To borrow money from its members and the small business administration and any
other similar federal agency for any of the purposes of the corporation, to issue therefor
its bonds, debentures, notes, or other evidences of indebtedness, whether secured or unsecured,
and to secure the same by mortgage, pledge, deed of...
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10A-2A-1.20
Section 10A-2A-1.20 Requirements for filing instruments; extrinsic facts. (a) Whenever any
filing instrument is to be filed with the Secretary of State or in accordance with this chapter,
such instrument shall be executed as follows: (1) Except as provided in subsection (a)(3),
the certificate of incorporation, and any other instrument to be filed before the election
of the initial board of directors if the initial directors were not named in the certificate
of incorporation, shall be signed by the incorporator or incorporators or the successors and
assigns of the incorporator or incorporators. If any incorporator is not available then any
other instrument may be signed, with the same effect as if the incorporator had signed it,
by any person for whom or on whose behalf the incorporator, in executing the certificate of
incorporation, was acting directly or indirectly as employee or agent, provided that the other
instrument shall state that the incorporator is not available and the...
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11-88-1
Section 11-88-1 Definitions. When used in this article, the following words and phrases shall
have the following meanings, respectively, unless the context clearly indicates otherwise:
(1) APPLICANT. A natural person who files a written application with the governing body of
any county in accordance with the provisions of Section 11-88-3. (2) AUTHORITY. A public corporation
organized pursuant to the provisions of this article. (3) BOARD. The board of directors of
an authority. (4) BONDS. Bonds, notes, and certificates representing an obligation to pay
money. (5) CONCISE LEGAL DESCRIPTION. A reasonably concise description of a particular geographic
area which may be by metes and bounds or by reference to government surveys, recorded maps
and plats, municipal, county, or state boundary lines, well-defined landmarks and other monuments,
or any combination of the foregoing. (6) COUNTY. Any county in the state. (7) DETERMINING
COUNTY. Any county the governing body of which shall have made...
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22-14-1
Section 22-14-1 Definitions. For the purposes of this article, the following terms shall have
the meanings respectively ascribed to them by this section: (1) BY-PRODUCT MATERIAL. Any radioactive
material, except special nuclear material, yielded in, or made radioactive by, exposure to
the radiation incident to the process of producing or utilizing special nuclear material.
(2) IONIZING RADIATION. Gamma rays and X rays; alpha and beta particles, high-speed electrons,
neutrons, protons and other nuclear particles; but not sound or radio waves or visible, infrared
or ultraviolet light. (3) LICENSE - GENERAL AND SPECIFIC: a. General License. A license effective,
pursuant to regulations promulgated by the State Radiation Control Agency, without the filing
of an application, to transfer, acquire, own, possess or use radiation producing machines
or quantities of, or devices or equipment utilizing by-product, source, special nuclear materials
or other radioactive material occurring naturally...
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5-5A-44
Section 5-5A-44 Acquisition of majority of voting shares of a bank; procedure. (a) No person,
acting directly or indirectly or through or in concert with one or more persons, may acquire
control of a state bank or of any corporation or other entity having control of a state bank,
unless an application is filed with the superintendent for review of the proposed transaction
and for his or her action, if any, as provided in this section. (b) The application shall
be on a form prescribed by the superintendent and shall be made under oath. The application
must contain all information that the superintendent by regulation requires to be furnished
in an application, as well as any information that the superintendent orders to be included
in the particular application being filed and shall be accompanied by the filing fee prescribed
by the Banking Board. For the purposes of this section, the Banking Board may reduce or waive
any prescribed fees for applications where a change of control...
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10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger has
been adopted and approved as required by this article, then a statement of merger shall be
signed by each party to the merger except as provided in Section 10A-2A-11.05(a). The statement
of merger must set forth: (1) the name, type of organization, and mailing address of the principal
office of each constituent organization, the jurisdiction of the governing statute of each
constituent organization, and the respective unique identifying number or other designation
as assigned by the Secretary of State, if any, of each constituent organization; (2) the name,
type of organization, and mailing address of the principal office of the surviving organization,
the unique identifying number or other designation as assigned by the Secretary of State,
if any, of the surviving organization, the jurisdiction of the governing statute of the surviving
organization, and, if the surviving organization is created...
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