27-27-53
Section 27-27-53 Insider trading of domestic stock insurer equity securities - Ownership statements.
Every person who is, directly or indirectly, the beneficial owner of more than 10 percent
of any class of any equity security of a domestic stock insurance company or who is a director
or an officer of such company shall file in the Office of the Commissioner of Insurance of
Alabama on or before January 31, 1972, or within 10 days after he becomes such beneficial
owner, director, or officer, a statement, in such form as the commissioner may prescribe,
of the amount of all equity securities of such company of which he is the beneficial owner
and, within 10 days after the close of each calendar month thereafter, if there has been a
change in such ownership during such month, shall file in the office of the commissioner a
statement, in such form as the commissioner may prescribe, indicating his ownership at the
close of the calendar month and such changes in his ownership as have occurred...
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27-27-56
Section 27-27-56 Insider trading of domestic stock insurer equity securities - Exemptions from
Sections 27-27-54 and 27-27-55; prescription of terms and conditions thereon. The provisions
of Section 27-27-54 shall not apply to any purchase and sale or sale and purchase and the
provisions of Section 27-27-55 shall not apply to any sale of an equity security of a domestic
stock insurance company not then, or theretofore, held by him in an investment account by
a dealer in the ordinary course of his business and incident to the establishment, or maintenance
by him, of a primary or secondary market, otherwise than on an exchange as defined in the
Securities Exchange Act of 1934, for such security. The commissioner may, by such rules and
regulations as he deems necessary or appropriate in the public interest, define and prescribe
terms and conditions with respect to securities held in an investment account and transactions
made in the ordinary course of business and incident to the...
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27-30-28
Section 27-30-28 Increase or decrease of capital stock. (a) A domestic mutual aid association
incorporated on the stock plan, whether heretofore or hereafter formed, may increase or decrease
the amount of its authorized capital stock by amendment of its articles of incorporation in
the same manner, and subject to the same conditions and procedures, as apply to domestic stock
insurers in general under this title. (b) As to a corporation formed prior to January 1, 1972,
no increase of authorized capital stock shall be made which does not bring the amount thereof
up to at least $50,000.00, and no decrease of authorized capital stock shall be made which
reduces authorized capital stock below $50,000.00. (Code 1940, T. 28, §254; Acts 1971, No.
407, p. 707, §586.)...
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27-35-6
Section 27-35-6 Conversion into stock or mutual life insurance company - Certificates of incorporation
and authority. The society shall have corporate existence as a domestic stock or mutual life
insurer upon issuance of the certificate of incorporation by the commissioner or approval
of the amended articles of incorporation, as the case may be; but it shall not transact business
as an insurer until all its authorized capital stock, if a stock insurer, has been subscribed
and paid in full and it has otherwise qualified for, and received from the commissioner, a
certificate of authority as provided in this title for legal reserve insurers. (Acts 1971,
No. 407, p. 707, §732.)...
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10A-3-5.02
Section 10A-3-5.02 Procedure for consolidation. (a) Any two or more domestic nonprofit corporations
may consolidate into a new nonprofit corporation pursuant to a plan of consolidation approved
in the manner provided in this chapter. (b) Each nonprofit corporation shall adopt a plan
of consolidation setting forth: (1) The names of the nonprofit corporations proposing to consolidate,
and the name of the new nonprofit corporation into which they propose to consolidate, which
is hereinafter designated as the new nonprofit corporation. (2) The terms and conditions of
the proposed consolidation. (3) With respect to the new nonprofit corporation, all of the
statements required to be set forth in the certificate of formation for nonprofit corporations
organized under this chapter. (4) The other provisions with respect to the proposed consolidation
as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §42; §10-3A-101; amended
and renumbered by Act 2009-513, p. 967, §187.)...
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27-27-20
Section 27-27-20 Domestic mutual insurers - Authorization to transact additional kinds of insurance.
A domestic mutual insurer, after being authorized to transact one kind of insurance, may be
authorized by the commissioner to transact such additional kinds of insurance as are permitted
under Section 27-3-6, while otherwise in compliance with this title and while maintaining
unimpaired surplus funds in an amount not less than the amount of paid-in capital stock required
of a domestic stock insurer transacting like kinds of insurance, subject further to the additional
expendable surplus requirements of Section 27-3-8 applicable to such a stock insurer. (Acts
1971, No. 407, p. 707, §516.)...
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27-27-60
Section 27-27-60 Insider trading of domestic stock insurer equity securities - Rules and regulations.
The commissioner shall have the power to make such rules and regulations as may be necessary
for the execution of the functions vested in him by Sections 27-27-53 through 27-27-59 and
may for such purpose classify domestic stock insurance companies, securities, and other persons
or matters within his jurisdiction. No provision of Sections 27-27-53 through 27-27-55 imposing
any liability shall apply to any act done or omitted in good faith in conformity with any
rule or regulation of the commissioner, notwithstanding that such rule or regulation may,
after such act or omission, be amended or rescinded or determined by judicial or other authority
to be invalid for any reason. (Acts 1971, No. 407, p. 707, §556.)...
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27-35-8
Section 27-35-8 Conversion into stock or mutual life insurance company - Completion; effect.
(a) When a fraternal benefit society has complied with the provisions of this chapter and
with the laws of this state relating to domestic stock life insurers or domestic mutual life
insurers, as the case may be, and has received from the commissioner a certificate of authority
to transact business in this state, its reorganization and conversion into such stock insurer
or mutual insurer shall be complete. (b) The reorganized and converted corporation shall be
deemed in law to be a continuation of the fraternal benefit society, whether the reorganization
and conversion shall have been accomplished by the formation of a new corporation or by the
amendment of the certificate of incorporation of the former society; and such reorganized
and converted corporation shall succeed to, and become invested with, all and singular, the
rights, privileges, franchises, and all property, real, personal, or...
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10A-2A-11.05
Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries. (a) A domestic
or foreign parent entity that owns stock of a corporation which carries at least 90 percent
of the voting power of each class and series of the outstanding stock of that subsidiary corporation
that has voting power may (i) merge that subsidiary corporation into itself (if it is a corporation,
foreign corporation, or eligible entity), (ii) merge that subsidiary corporation into another
corporation, foreign corporation, or eligible entity in which the parent entity owns at least
90 percent of the voting power of each class and series of the outstanding stock or eligible
interests which have voting power, or (iii) merge itself (if it is a corporation, foreign
corporation, or eligible entity) into that subsidiary corporation, in any case without the
approval of the board of directors or stockholders of that subsidiary corporation, unless
the certificate of incorporation or organizational...
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10A-3-5.01
Section 10A-3-5.01 Procedure for merger. (a) Any two or more domestic nonprofit corporations
may merge into one of the corporations pursuant to a plan of merger approved in the manner
provided in this chapter. (b) Each nonprofit corporation shall adopt a plan of merger setting
forth: (1) The names of the nonprofit corporations proposing to merge, and the name of the
nonprofit corporation into which they propose to merge, which is hereinafter designated as
the surviving nonprofit corporation. (2) The terms and conditions of the proposed merger.
(3) A statement of any changes in the certificate of formation of the surviving nonprofit
corporation to be effected by the merger. (4) The other provisions with respect to the proposed
merger as are deemed necessary or desirable. (Acts 1984, No. 84-290, p. 502, §41; §10-3A-100;
amended and renumbered by Act 2009-513, p. 967, §187.)...
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