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27-27-45
Section 27-27-45 Merger and consolidations - Domestic stock insurers. (a) A domestic stock
insurer may merge or consolidate with one or more domestic or foreign stock insurers by complying
with the applicable provisions of the statutes of this state governing the merger or consolidation
of stock corporations formed for profit, but subject to subsections (b) and (c) of this section.
(b) 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 in writing by him
after a hearing thereon. The commissioner shall give such approval within a reasonable time
after such filing unless he finds such plan or agreement: (1) Is contrary to law; (2) Inequitable
to the stockholders of any domestic insurer involved; or (3) Would substantially reduce the
security of, and service to be rendered to, policyholders of the domestic insurer in this
state or elsewhere. (c) No director, officer, agent, or...
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10A-2A-17.03
Section 10A-2A-17.03 Certain amendments and transactions; votes required. (a) Unless the certificate
of incorporation requires a greater vote, in addition to any other approval of stockholders
required under this chapter, the approval of at least two-thirds of the votes entitled to
be cast thereon, and, if any class or series of stock is entitled to vote as a separate group
thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting
group, shall be required for a corporation that is not a benefit corporation to: (1) amend
its certificate of incorporation to include a statement that it is subject to this article;
or (2)(i) merge with or into another entity, or effect a conversion, if, as a result of the
merger or conversion, the stock of any voting group would become, or be converted into or
exchanged for the right to receive, stock of a benefit corporation or stock or interests in
an entity subject to provisions of organic law analogous to those in this...
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10A-2A-9.14
Section 10A-2A-9.14 Amendment of plan of conversion; abandonment. (a) A plan of conversion
of a converting organization that is a corporation may be amended: (1) in the same manner
as the plan was approved, if the plan does not provide for the manner in which it may be amended;
or (2) in the manner provided in the plan, except that if the plan has been approved by the
stockholders that were entitled to vote on, consent to, or approve of the plan, then those
stockholders are entitled to vote on, consent to, or approve of any amendment of the plan
that will change: (i) the amount or kind of eligible interests or other securities, obligations,
rights to acquire eligible interests or other securities, cash, other property, or any combination
of the foregoing, to be received by any of the stockholders of the converting corporation
under the plan; (ii) the organizational documents of the converted organization that will
be in effect immediately after the conversion becomes effective, except...
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10A-3-5.04
Section 10A-3-5.04 Articles of merger or consolidation. (a) Upon the approval, articles of
merger or articles of consolidation shall be executed for each nonprofit corporation by its
president or a vice president, and by its secretary or an assistant secretary, and verified
by one of the officers signing the articles, and shall set forth: (1) The plan of merger or
the plan of consolidation; (2) If the members of any merging or consolidating nonprofit corporation
are entitled to vote thereon, then as to each nonprofit corporation (i) a statement setting
forth the date of the meeting of members at which the plan was adopted, that a quorum was
present at the meeting, and that the plan received at least two-thirds of the votes entitled
to be cast by members present or represented by proxy at the meeting, or (ii) a statement
that the amendment was adopted by a consent in writing signed by all members entitled to vote
with respect thereto; and (3) If any merging or consolidating nonprofit...
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22-38-2
Section 22-38-2 Definitions. For the purposes of this chapter the following words and phrases
shall have the following meaning: (1) COMMITTEE. The Alabama State Soil and Water Conservation
Committee. (2) COST-SHARE FUNDS or COST-SHARE GRANTS. Any federal financial assistance for
landusers received by the department or other state agencies to support implementation of
agricultural nonpoint source pollution control. Such funds shall include federal match and
nonfederal match funds. (3) DEPARTMENT. The Alabama Department of Environmental Management.
(4) LANDUSER. Any person, individual, partnership, company, corporation or other legal entity
who qualifies for the receipt of cost-share funds from the Alabama state soil and water conservation
committee in accordance with all applicable rules, regulations or practices. (5) PLAN. The
state nonpoint source management program for the control of discharges of pollution from nonpoint
sources to waters of the state and for improving the quality of...
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27-13-20
Section 27-13-20 Definitions. For the purposes of this article, unless otherwise stated, the
following terms shall have the meanings respectively ascribed to them by this section. (1)
RATE. The unit charge by which the measure of exposure or the amount of insurance specified
in a policy of insurance or covered thereunder is multiplied to determine the premium. (2)
PREMIUM. The consideration paid, or to be paid, to an insurer for the issuance and delivery
of any binder or policy of insurance. (3) RATE-MAKING. The examination and analysis of every
factor and influence related to, and bearing upon, the hazard and risk made the subject of
insurance, the collection and collation of such factors and influences into rating systems
and the application of such rating systems to individual risks. (4) RATING SYSTEM. Every schedule,
class, classification, rule, guide, standard, manual, table, rating plan, policy, policy form,
or compilation, by whatever name described, containing the rates used by...
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27-44-7
Section 27-44-7 Board of directors; selection of members; vacancies; organizational meeting;
reimbursement for expenses. (a) The board of directors of the association shall consist of
not less than five nor more than nine member insurers serving terms as established in the
plan of operation. At all times, at least one member of the board shall be a domestic insurer
as defined in Section 27-1-2(6). The members of the board shall be selected by member insurers
subject to the approval of the commissioner. Vacancies on the board shall be filled for the
remaining period of the term by a majority vote of the remaining board members, subject to
the approval of the commissioner. To select the initial board of directors, and initially
organize the association, the commissioner shall give notice to all member insurers of the
time and place of the organizational meeting. In determining voting rights at the organizational
meeting, each member insurer shall be entitled to one vote in person or by...
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8-7A-3
Section 8-7A-3 Exclusions. This chapter does not apply to any of the following: (1) The United
States or a department, agency, or instrumentality thereof. (2) The transmission of money
by the United States Postal Service or by a contractor on behalf of the United States Postal
Service. (3) A state, county, city, or any other governmental agency or governmental subdivision
of a state. (4) Electronic funds transfer of governmental benefits for a federal, state, or
governmental agency by a contractor on behalf of the United States or a department, agency,
or instrumentality thereof, or a state or governmental subdivision, agency, or instrumentality
thereof. (5) A board of trade designated as a contract market under the federal Commodity
Exchange Act, 7 U.S.C. Sections 1-25 (1994), or a person that, in the ordinary course of business,
provides clearance and settlement services for a board of trade to the extent of its operation
as or for such a board. (6) A registered futures commission...
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10A-2-12.02
Section 10A-2-12.02 Sale of assets other than in regular course of business. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as
the same may be amended from time to time, a corporation may sell, lease, exchange, or otherwise
dispose of all, or substantially all, of its property, with or without the good will, otherwise
than in the usual and regular course of business on the terms and conditions and for the consideration
determined by the corporation's board of directors, if the board of directors proposes and
its shareholders approve the proposed transaction. (b) For a transaction to be authorized:
(1) The board of directors must recommend the proposed transaction to the shareholders unless
the board of directors determines that because of a conflict of interest or other special
circumstances it should make no recommendation and communicates...
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10A-20-7.09
Section 10A-20-7.09 Powers of stockholders and members. (a) The stockholders and the members
of the corporation shall have the following powers of the corporation: (1) To determine the
number of and elect directors as provided in Section 10A-20-7.07. (2) To make, amend, and
repeal bylaws. (3) To amend this charter as provided in Section 10A-20-7.20. (4) To dissolve
the corporation as provided in Section 10A-20-7.22. (5) To do all things necessary or desirable
to secure aid, assistance loans, and other financing from any financial institutions and from
any agency established under the Small Business Investment Act of 1958, or other similar federal
laws now or hereafter enacted. (6) To exercise the other of the powers of the corporation
consistent with this article as may be conferred on the stockholders and the members by the
bylaws. (b) As to all matters requiring action by the stockholders and the members of the
corporation, the stockholders and members shall vote separately thereon...
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