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10A-2-7.21
Section 10A-2-7.21 Voting entitlement of shares. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Except as provided in subsections (b) and (c) or unless the articles of incorporation provide
otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter
voted on at a shareholders' meeting. Only shares are entitled to vote. (b) The shares of a
corporation are not entitled to vote if they are owned, directly or indirectly, by a second
corporation, domestic or foreign, and the first corporation owns, directly or indirectly,
a majority of the shares entitled to vote for directors of the second corporation, unless
a court of competent jurisdiction determines that the voting of the shares is not for the
purpose of perpetuation of management or other improper purpose. (c) Subsection (b) does not
limit the power of a corporation to vote any shares, including its own shares, held by it...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.21.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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.04.htm - 4K - Match Info - Similar pages
10A-2A-1.49
Section 10A-2A-1.49 Notice requirements. (a) Unless stockholder approval is required
under Section 10A-2A-1.47(c), prompt notice of an action taken under Section
10A-2A-1.47 shall be given to each holder of valid and putative stock, regardless of whether
entitled to vote, as of (i) the date of such action by the board of directors, and (ii) the
date of the defective corporate action ratified, provided that notice shall not be required
to be given to holders of valid and putative stock whose identities or addresses for notice
cannot be determined from the records of the corporation. (b) The notice must contain (i)
either a copy of the action taken by the board of directors in accordance with Section
10A-2A-1.47(a) or (b) or the information required by Section 10A-2A-1.47(a)(1) through
(a)(4) or Section 10A-2A-1.47(b)(1) through (b)(3), as applicable, and (ii) a statement
that any claim that the ratification of the defective corporate action and any putative stock
issued as a result of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.49.htm - 2K - Match Info - Similar pages
27-27-26
Section 27-27-26 Pecuniary interests of officers, etc., of domestic insurers. (a) No
officer or director of a domestic insurer, and no member of any committee or employee of a
domestic insurer who is charged with the duty of investing or handling the funds of the insurer,
shall do any of the following: (1) Deposit or invest the funds except in the corporate name
of the insurer; except, that the insurer may for its convenience hold any equity investment
in a street name or in the name of a nominee. (2) Borrow the funds of the insurer. (3) Be
pecuniarily interested in any loan, pledge or deposit, security, investment, sale, purchase,
exchange, reinsurance, or other similar transaction or property of the insurer except as follows:
a. As a stockholder or member of the insurer. b. As a holder or owner of common stock or equity-like
preferred stock in any corporation or business entity trading on a national or international
stock exchange. c. As a holder or owner of shares of mutual funds,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-27-26.htm - 3K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.20.htm - 5K - Match Info - Similar pages
27-27-43
Section 27-27-43 Mutualization of stock insurers. (a) A stock insurer other than a title
insurer may become a mutual insurer under such plan and procedure as may be approved by the
commissioner after a hearing thereon. (b) The commissioner shall not approve any such plan,
procedure, or mutualization unless: (1) It is equitable to stockholders and policyholders;
(2) It is subject to approval by the holders of not less than three-fourths of the insurer's
outstanding capital stock having voting rights and by not less than three-fourths of the insurer's
policyholders who vote on such plan in person, by proxy, or by mail pursuant to such notice
and procedure as may be approved by the commissioner; (3) If a life insurer, the right to
vote thereon is limited to holders of policies other than term or group policies and whose
policies have been in force for more than one year; (4) Mutualization will result in retirement
of shares of the insurer's capital stock at a reasonable price as specified...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-27-43.htm - 2K - Match Info - Similar pages
27-2B-2
Section 27-2B-2 Definitions. As used in this chapter, these terms shall have the following
meanings: (1) ADJUSTED RBC REPORT. An RBC report which has been adjusted by the commissioner
in accordance with subsection (e) of Section 27-2B-3. (2) CORRECTIVE ORDER. An order
issued by the commissioner specifying corrective actions which the commissioner has determined
are required. (3) DOMESTIC INSURER. Any insurer domiciled in this state. (4) FOREIGN INSURER.
Any insurer which is licensed to do business in this state but not domiciled in this state.
(5) FRATERNAL BENEFIT SOCIETY. Any insurer licensed under Chapter 34. (6) HEALTH ORGANIZATION.
Any health care service plan, health maintenance organization, limited health service organization,
dental services corporation, or other managed care organization licensed under this title.
This term does not include any life and disability insurer or property and casualty insurer.
(7) INSURER. As defined in Section 27-1-2, including, without...
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5-5A-18
Section 5-5A-18 Powers of banks generally. Corporations formed for the purpose of doing
business as a bank may: (1) Discount bills, notes or other evidences of debt; (2) Receive
and pay out deposits, with or without interest, pay checks, and impose charges for any services;
(3) Receive on special deposit money, bullion or foreign coins or bonds or other securities;
(4) Buy and sell foreign and domestic exchanges, gold and silver bullion or foreign coins,
bonds, bills of exchange, notes and other negotiable paper; (5) Lend money on personal security
or upon pledges of bonds, stocks or other negotiable securities; (6) Take and receive security
by mortgage, security agreement or otherwise on property, real and personal; (7) Become trustees
for any purpose and be appointed and act as executors, administrators, guardians, receivers,
or fiduciaries upon receiving the prior written approval of the superintendent under Section
5-11A-1; (8) Lease real and personal property upon specific request...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-5A-18.htm - 2K - Match Info - Similar pages
19-3B-816
Section 19-3B-816 Specific powers of trustee. (a) Without limiting the authority conferred
by Section 19-3B-815, a trustee may: (1) collect trust property and accept or reject
additions to the trust property from a settlor or any other person, including, but not being
limited to, the authority to receive, collect, hold, and retain common or preferred stock
or other interests in the trustee or any related party; (2) acquire or sell property, for
cash or on credit, at public or private sale; (3) exchange, partition, or otherwise change
the character of trust property; (4) deposit trust money in an account in a regulated financial-service
institution; (5) borrow money, with or without security, and mortgage or pledge trust property
for a period within or extending beyond the duration of the trust; (6) with respect to an
interest in a proprietorship, partnership, limited liability company, business trust, corporation,
or other form of business or enterprise, continue the business or other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/19-3B-816.htm - 10K - Match Info - Similar pages
10A-3-5.06
Section 10A-3-5.06 Merger or consolidation of domestic and foreign nonprofit corporations.
(a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations
may be merged or consolidated in the following manner, if the merger or consolidation is permitted
by the laws of the state under which each foreign nonprofit corporation is organized: (1)
Each domestic nonprofit corporation shall comply with the provisions of this title with respect
to the merger or consolidation, as the case may be, of domestic nonprofit corporations and
each foreign nonprofit corporation shall comply with the applicable provisions of the laws
of the state under which it is organized. (2) If the surviving or new nonprofit corporation,
as the case may be, is to be governed by the laws of any state other than Alabama, it shall
comply with the provisions of this title with respect to foreign entities if it is to conduct
affairs in Alabama, and in every case it shall be deemed to have...
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