27-29-3
Section 27-29-3 Acquisition of control of, or merger with, domestic insurers. (a)(1) No person other than the issuer shall make a tender offer for or a request or invitation for tenders of, or enter into any agreement to exchange securities for, seek to acquire, or acquire in the open market any voting security of a domestic insurer if, after the consummation thereof, such person would, directly or indirectly, or by conversion or by exercise of any right to acquire, be in control of such insurer, and no person shall enter into an agreement to merge with or otherwise to acquire control of a domestic insurer, or any person controlling a domestic insurer unless, at the time any such offer, request, or invitation is made or any such agreement is entered into, or prior to the acquisition of such securities if no offer or agreement is involved such person has filed with the commissioner and has sent to such insurer a statement containing the information required by this section and such...
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27-30-30
Section 27-30-30 Directors or trustees. (a) The affairs of every domestic mutual aid association shall be governed by a board of directors or board of trustees consisting of not less than seven members, each of whom must be a member or stockholder of the corporation. (b) Directors shall be elected by the members or stockholders of the association at the annual meeting of stockholders or members. Directors may be elected for terms of not less than one nor more than five years each and until their successors are elected and have qualified, as provided in the association's bylaws. If to be elected for terms of more than one year, the bylaws shall provide for a staggered term system under which the terms of a proportionate part of the members of the board will expire on the date of each annual meeting of members or stockholders. (c) A majority of the directors or trustees must at all times be residents of this state. (Code 1940, T. 28, §§251, 256, 258; Acts 1971, No. 407, p. 707, §588.)...
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27-44-9
Section 27-44-9 Assessments. (a) For the purpose of providing the funds necessary to carry out the powers and duties of the association, the board of directors shall assess the member insurers, separately for each account, at such time and for such amounts as the board finds necessary. Assessments shall be due not less than 30 days after prior written notice to the member insurers and shall accrue interest at six percent per annum on and after the due date. (b) There shall be two classes of assessments, as follows: (1) Class A assessments shall be authorized and called for the purpose of meeting administrative and legal costs and other expenses. Class A assessment may be authorized and called whether or not related to a particular impaired or insolvent insurer. (2) Class B assessments shall be authorized and called to the extent necessary to carry out the powers and duties of the association under Section 27-44-8 with regard to an impaired or insolvent insurer. (c)(1) The amount of a...
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2-10-59
Section 2-10-59 Regular and special meetings of members. In its bylaws each association shall provide for one or more regular meetings annually. The board of directors shall have the right to call a special meeting at any time, and 10 percent of the members or stockholders may file a petition stating the specific business to be brought before the association and demand a special meeting at any time. Such meeting must thereupon be called by the directors. Notice of all meetings, together with a statement of the purpose thereof, shall be mailed to each member at least 10 days prior to the meeting, but the bylaws may require instead that such notice may be given by publication in a newspaper of general circulation, published at the principal place of business of the association. (Acts 1921, Ex. Sess., No. 31, p. 38; Code 1923, §7136; Code 1940, T. 2, §94.)...
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25-5-253
Section 25-5-253 Bylaws. (a) Within 120 days after their appointment, the board of directors shall propose to the Secretary of the Department of Labor a set of bylaws for the operation and administration of the association. The bylaws shall not be effective until approved by the Secretary of the Department of Labor. If the board of directors fails to submit bylaws or if the Secretary of the Department of Labor does not approve the submitted bylaws, then the Secretary of the Department of Labor may promulgate, subject to the provisions of the Administrative Procedure Act, appropriate rules and regulations for the administration of the association. (b) The bylaws may be amended from time to time by proposal of the board of directors approved by the Secretary of the Department of Labor. (c) The bylaws shall contain: (1) Provisions governing the administration of the association. (2) Provisions governing managing the assets of the association and its financial record keeping. (3)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/25-5-253.htm - 1K - Match Info - Similar pages
27-28-2
Section 27-28-2 Plan for exchange of stock, etc., between domestic stock insurer and holding company - Procedure for exchange. A plan of exchange shall be adopted and become effective in the following manner: (1) APPROVAL OF THE BOARDS OF DIRECTORS. - The boards of directors of each corporate party to the plan of exchange by resolution shall adopt the plan of exchange which shall set forth the terms and conditions of the exchange and the mode of carrying the same into effect and such other provisions with respect to the exchange as may be deemed necessary or desirable. (2) APPROVAL OF COMMISSIONER. - Every plan of exchange, before being submitted to vote of the stockholders pursuant to subdivision (3) of this section, shall be submitted for approval to the commissioner in accordance with the following procedure: a. After the approval required by subdivision (1) of this section is obtained, the domestic company shall submit to the commissioner three copies of the plan of exchange and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-28-2.htm - 13K - Match Info - Similar pages
2-10-94
Section 2-10-94 Board of directors. The affairs of an association incorporated under this article shall be conducted, controlled and managed by a board of directors of such number, not to be less than five, and with such terms of office as may be provided by the bylaws. The said directors shall be elected by the members or stockholders of the association from their own number. When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board by a majority vote shall fill the vacancy until the next regular meeting of the members of the association. An association may provide a fair remuneration for the time actually spent by its officers and directors in its service. No director, during his term of office, shall be a party to a contract for profit with the association differing in any way from the business relations accorded regular members or holders of stock of the association. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §118; Acts...
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2-10-93
Section 2-10-93 Organization generally; adoption of bylaws. A majority of the organizing members named in the articles of incorporation, at a time and place agreed upon in writing by all the said organizers, or when and where all are present, or upon call of a majority of such organizers upon five days' notice thereof, in writing, giving the time, place, and purposes of the meeting, mailed or delivered by hand to all of the other said organizing members, may make permanent organization of such corporation and adopt bylaws for the same, which bylaws may thereafter be amended or repealed by the members of such incorporated association in the manner provided in the bylaws. At such organization meeting, the members of the board of directors and such officers as provided for in this article and in the bylaws shall be elected. Each association incorporated under this article shall, within 30 days after its incorporation, adopt for its government and management bylaws not inconsistent with...
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2-10-98
Section 2-10-98 Organization with capital stock. Incorporated associations may be organized under this article with capital stock at the option of the organizers. In that event the association shall be organized by the same method and for the same recording fee as in the case of those associations organized without capital stock, except that the articles of association shall set forth also that the association is organized with capital stock and the amount of capital stock authorized with particulars as to the class or classes thereof and the par value of shares. There shall be no individual liability on the part of shareholders, members, officers or directors for the obligations of the corporation. The articles of association may provide for preferred stock as well as common stock, but all shares shall have a definite par value, and all shares of the same class shall have the same par value. If so divided, the articles of incorporation must contain a statement of the number of shares...
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27-27-42
Section 27-27-42 Deficiencies in stock insurer's capital or assets of mutual insurers - Curing of deficiency. Any insurer receiving the commissioner's notice mentioned in Section 27-27-41: (1) If a stock insurer and if its articles of incorporation and laws of this state so permit, by resolution of its board of directors and subject to any limitations upon assessment contained in its articles of incorporation, may assess its stockholders for amounts necessary to cure the deficiency and provide the insurer with a reasonable amount of surplus in addition. If any stockholder fails to pay a lawful assessment after notice given to him in person or by advertisement in such time and manner as approved by the commissioner, the insurer may require the return of the original certificate of stock held by the stockholder and, in cancellation and in lieu thereof, issue a new certificate for such number of shares as the stockholder may then be entitled to, upon the basis of the stockholder's...
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