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16-17A-5
Section 16-17A-5 Articles of incorporation - Amendments. (a) The articles of incorporation
of any authority may be amended by filing articles of amendment with the Secretary of State,
but only with the approval of both the board of the authority and the sponsoring university,
in the manner provided in this section. (b) In order to amend the articles of incorporation,
the following steps shall be completed: (1) The board of the authority shall first adopt a
resolution proposing articles of amendment. (2) After the adoption by the board of a resolution
approving articles of amendment, the authority shall file with the sponsoring university a
written request for adoption of a resolution approving the proposed amendment. (3) As promptly
as may be practicable after the receipt of the request from the authority, the sponsoring
university shall review the application and shall adopt a resolution either approving or denying
the articles of amendment as proposed by the authority. (c) Within 30...
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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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5-7A-62
Section 5-7A-62 Application to convert charter; written plan of conversion; authorizing
resolution; submission to superintendent; fee; tentative approval; vote of stockholders or
members; directors; articles of incorporation and bylaws; statement of superintendent's objections;
amendment; appeal of disapproval; application to FDIC; final approval and permit. Any savings
institution may apply to the superintendent for permission to convert its charter in order
to do business as a state chartered bank in accordance with the following procedures: (1)
The board of directors shall approve a written plan of conversion, the application for conversion
and shall adopt an authorizing resolution, all by a vote of a majority of all the directors.
The plan of conversion shall include a statement of: a. The proposed organization and management
structure of the resulting bank if the application were approved, and the proposed name under
which it would do business as a bank; b. The method and time...
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10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words
shall have the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST.
A real estate investment trust organized in compliance with the provisions of this chapter.
(2) BUSINESS TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated
trust or association, including an Alabama real estate investment trust, a common-law trust,
or a Massachusetts trust, which is engaged in business and in which property is acquired,
held, managed, administered, controlled, invested, or disposed of for the benefit and profit
of any person who may become a holder of a transferable unit of beneficial interest in the
trust. (3) DOMESTIC LIMITED LIABILITY COMPANY. A limited liability company as defined under
the Alabama Limited Liability Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership
as defined under the Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
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16-17A-21
Section 16-17A-21 Reincorporation. (a) Any public corporation that meets the criteria
specified in subsection (b) may reincorporate as an authority under this chapter, and become
subject to and governed by this chapter, as provided in this section. (b) A public
corporation may reincorporate under this section if it satisfies both of the following:
(1) The public corporation is a health care authority incorporated or reincorporated under
Title 22, Chapter 21, Articles 11 and 11A. (2) The public corporation was incorporated with
the approval of a university. (c) In order to reincorporate a qualifying public corporation
as an authority, the following steps shall be completed: (1) The board of directors of the
qualifying public corporation shall first adopt a resolution proposing articles of reincorporation.
(2) After the adoption by the board of a resolution approving articles of reincorporation,
the qualifying public corporation shall file with the sponsoring university a written request...
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27-31B-21
Section 27-31B-21 Conversion to or merger with reciprocal insurer. (a) An association
captive insurance company or industrial insured group formed as a stock or mutual corporation
may be converted to or merged with and into a reciprocal insurer in accordance with a plan
therefor and this section. (b) A plan for this conversion or merger shall satisfy both
of the following: (1) Be fair and equitable to the shareholders, in the case of a stock insurer,
or the policyholders, in the case of a mutual insurer. (2) Provide for the purchase of the
shares of any nonconsenting shareholder of a stock insurer or the policyholder interest of
any nonconsenting policyholder of a mutual insurer in substantially the same manner and subject
to the same rights and conditions as are accorded a dissenting shareholder under Article 13,
commencing with Section 10-2B-13.01, of Chapter 2B of Title 10. (c) A conversion authorized
under subsection (a) shall satisfy all of the following: (1) The conversion shall...
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11-54B-22
Section 11-54B-22 Merger of business improvement districts. (a) Without the approval
of the governing body of the municipality or the owners of the real property located within
the geographical areas of the districts, any two or more district management corporations
located within the same municipality may merge into one of such district management corporations
pursuant to Article 5 of Chapter 3A of Title 10, as well as this section. (b) Each
district management corporation shall adopt a plan of merger in compliance with subsection
(b) of Section 10-3A-100, which plan of merger, in addition, shall designate the self-help
business improvement district ordinance which shall be applicable to the surviving corporation,
provided that such ordinance was applicable to at least one of the corporations prior to the
merger. (c) A plan of merger shall be approved pursuant to subdivision (2) of subsection (a)
of Section 10-3A-102. (d) The articles of merger provided in Section 10-3A-103,
shall...
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32-6-67
Section 32-6-67 Legislative oversight committee. (a) There is created a legislative
committee to oversee the implementation and administration of this Article 2, except Subdivision
1 of Division 1. The committee shall be composed of three members of the House of Representatives
and a county license plate issuing official, who shall be appointed by and serve at the pleasure
of the Speaker of the House, and three members of the Senate and a county license plate issuing
official, who shall be appointed by and serve at the pleasure of the Presiding Officer of
the Senate. The committee shall also be composed of the Secretary of the Alabama State Law
Enforcement Agency or his or her designee, a probate judge who is a licensing plate official
appointed by the President of the Probate Judges Association, and a county licensing plate
official who shall be appointed by the Alabama Association of Tax Administrators. The Department
of Revenue shall designate a representative, the Department of...
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27-34-48
Section 27-34-48 Consolidation or merger - Procedure. (a) A domestic society may consolidate
or merge with any other society by complying with the provisions of this section. It
shall file with the commissioner: (1) A certified copy of the written contract containing,
in full, the terms and conditions of the consolidation or merger; (2) A sworn statement by
the president and secretary, or corresponding officers, of each society showing the financial
condition thereof on a date fixed by the commissioner, but not earlier than December 31 next
preceding the date of the contract; (3) A certificate of such officers, duly verified by their
respective oaths, that the consolidation or merger has been approved by a two-thirds vote
of the supreme legislative or governing body of each society; and (4) Evidence that at least
60 days prior to the action of the supreme legislative or governing body of each society,
the text of the contract has been furnished to all members of each society, either by...
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25-4-51
Section 25-4-51 Rates of contributions, etc., by employers. (a) Contributions. Except
as hereinafter provided and subject to the provisions of Section 25-4-54, every employer
shall pay contributions, or payments in lieu of contributions, equal to the percentages of
wages payable or paid as hereinafter set out, with respect to employment by him. (1) With
respect to employment during calendar years after December 31, 1975, every employer who has
been liable to the provisions of this chapter during a period of time sufficient to have his
rate of contribution determined under the experience rating provisions of Section 25-4-54
shall pay contributions at the rate prescribed thereby. (2) With respect to employment after
December 31, 1975, every employer who has not been liable to the provisions of this chapter
for a sufficient length of time to have his rate determined under the experience rating provisions
of Section 25-4-54 shall pay contributions at the rate of 2.70 percent of such wages...
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