Code of Alabama

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11-50-234.1
Section 11-50-234.1 Meeting expense allowance for board members. The board of directors of
any waterworks or sewer board heretofore or hereafter organized pursuant to the statute now
codified as Sections 11-50-230 through 11-50-241, may by resolution adopted by such board
of directors, authorize the payment by such board of a reasonable meeting expense allowance,
not exceeding the daily pay of the highest paid employee of the board, to each member of the
board of directors for expenses in attendance at meetings of the board of directors and attending
to and supervising the business of such board. (Acts 1984, No. 84-375, p. 880.)...
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10A-2-7.28
Section 10A-2-7.28 Voting for directors; cumulative voting. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Unless otherwise provided in the articles of incorporation, directors are elected by a majority
of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum
is present when the vote is taken. (b) Shareholders do not have a right to cumulate their
votes for directors unless the articles of incorporation so provide. (c) A statement included
in the articles of incorporation that "[all] [a designated voting group of] shareholders
are entitled to cumulate their votes for directors," or words of similar import, means
that the shareholders designated are entitled to multiply the number of votes they are entitled
to cast by the number of directors for whom they are entitled to vote and cast the product
for a single candidate or distribute the product among two or more...
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10A-2A-8.05
Section 10A-2A-8.05 Terms of directors generally. (a) The terms of the initial directors of
a corporation expire at the first stockholders' meeting at which directors are elected. (b)
The terms of all other directors expire at the next, or if their terms are staggered in accordance
with Section 10A-2A-8.06, at the applicable second or third, annual stockholders' meeting
following their election, except to the extent (i) provided in Section 10A-2A-10.22 if a bylaw
electing to be governed by that section is in effect, or (ii) a shorter term is specified
in the certificate of incorporation in the event of a director nominee failing to receive
a specified vote for election. (c) A decrease in the number of directors does not shorten
an incumbent director's term. (d) Except as set forth in the next sentence of this subsection,
the term of a director elected to fill a vacancy expires at the next stockholders' meeting
at which directors are elected. The term of a director elected to fill a...
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10A-3-4.01
Section 10A-3-4.01 Procedure to amend certificate of formation of a nonprofit corporation.
(a) Amendments to the certificate of formation of a nonprofit corporation shall be made in
the following manner: (1) If there are members entitled to vote thereon, the board of directors
shall adopt a resolution setting forth the proposed amendment and directing that it be submitted
to a vote at a meeting of members entitled to vote thereon, which may be either an annual
or a special meeting. Written notice setting forth the proposed amendment or a summary of
the changes to be effected thereby shall be given to each member entitled to vote at the meeting
within the time and in the manner provided in this chapter for the giving of notice of meetings
of members. The proposed amendment shall be adopted upon receiving at least two-thirds of
the votes entitled to be cast by members present or represented by proxy at the meeting. (2)
If there are no members, or no members entitled to vote thereon, or...
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10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation
may at any time restate its certificate of formation as theretofore amended, in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed restated certificate of formation and directing that
they be submitted to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. (2) Written notice setting forth the proposed restated
articles or a summary of the provisions thereof shall be given to each member entitled to
vote thereon, within the time and in the manner provided in this chapter for the giving of
notice of meetings of members. If the meeting is an annual meeting, the proposed restated
articles or a summary of the provisions thereof may be included in the notice of the annual
meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
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10A-3-5.03
Section 10A-3-5.03 Approval of merger or consolidation. (a) A plan of merger or consolidation
shall be adopted in the following manner: (1) If the members of any merging or consolidating
nonprofit corporation are entitled to vote thereon, the board of directors of the nonprofit
corporation shall adopt a resolution approving the proposed plan and directing that it be
submitted to a vote at a meeting of members entitled to vote thereon, which may be either
an annual or a special meeting. Written notice setting forth the proposed plan or a summary
thereof shall be given to each member entitled to vote at the meeting within the time and
in the manner provided in this chapter for the giving of notice of meeting of members. The
proposed plan shall be adopted upon receiving at least two-thirds of the votes entitled to
be cast by members present or represented by proxy at the meeting. (2) If any merging or consolidating
nonprofit corporation has no members, or no members entitled to vote...
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10A-3-7.03
Section 10A-3-7.03 Voluntary dissolution - Plan of distribution of assets. A plan providing
for the distribution of assets, not inconsistent with the provisions of this chapter, may
be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by
a nonprofit corporation for the purpose of authorizing any transfer or conveyance of assets
for which this chapter requires a plan of distribution, in the following manner: (1) If there
are members entitled to vote thereon, the board of directors shall adopt a resolution recommending
a plan of distribution and directing the submission thereof to a vote at a meeting of members
entitled to vote thereon, which may be either an annual or a special meeting. Written notice
setting forth the proposed plan of distribution or a summary thereof shall be given to each
member entitled to vote at the meeting, within the time and in the manner provided in this
chapter for the giving of notice of meetings of members. The plan of...
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27-24-3
Section 27-24-3 Sole surety - Mutual or reciprocal surety insurers. An authorized mutual or
reciprocal surety insurer which has and maintains a surplus over and above all of its liabilities
of $500,000.00, upon meeting all of the requirements of this title, except as to capital stock,
may become and be accepted as sole surety on bonds or undertakings required or permitted by
the laws of this state or by the charters, ordinances, rules, and regulations of any county,
municipal corporation, board, body, organization, or public officer; provided, however, that
any such bond or undertaking executed by such insurer shall be nonassessable and shall not
provide for any contingent liability. (Acts 1947, No. 533, p. 388; Acts 1971, No. 407, p.
707, §488.)...
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27-27-35
Section 27-27-35 Nonassessable policies in mutual insurers - Revocation of domestic insurers
authority to issue. The commissioner shall revoke the authority of a domestic mutual insurer
to issue policies without contingent liability if at any time the insurer's assets are less
than the sum of its liabilities and the surplus required for such authority or if the insurer,
by resolution of its board of directors approved by a majority of its members, requests that
the authority be revoked. During the absence of such authority, the insurer shall not issue
any policy without providing therein for the contingent liability of the policyholder nor
renew any policy which is renewable at the option of the insurer without endorsing the same
to provide for such contingent liability. (Acts 1971, No. 407, p. 707, §531.)...
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27-27-46
Section 27-27-46 Merger and consolidations - Domestic mutual insurers. (a) A domestic mutual
insurer may merge or consolidate with another insurer under the applicable procedures prescribed
by the statutes of this state applying to corporations formed for profit, except as provided
in this section. (b) The plan and agreement for merger or consolidation shall be submitted
to, and approved by, at least two-thirds of the members of each mutual insurer voting thereon
at meetings called for the purpose pursuant to such reasonable notice and procedure as has
been approved by the commissioner. If a life insurer, right to vote may be limited to members
whose policies are other than term and group policies and have been in effect for more than
one year. (c) No such merger or consolidation shall be effectuated unless in advance thereof
the plan and agreement therefor have been filed with the commissioner and approved by him
in writing after a hearing thereon. The commissioner shall give such...
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