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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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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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11-54B-50
Section 11-54B-50 District management corporation limits, powers, and duties. (a) District
management corporations provided for in this article shall be incorporated under the Alabama
Nonprofit Corporation Act, Chapter 3 of Title 10A, and shall exercise their powers in a manner
consistent with that law. (b) To qualify for designation by ordinance to manage a self-help
business improvement district, the articles of incorporation of a proposed district management
corporation shall provide all of the following: (1) That a board of directors shall manage
the property, business, and affairs of the corporation. (2) The names and addresses of the
initial members of the board of directors. (3) That the initial members of the board shall
be divided into three groups which are as equal in number as is possible, that those groups
will serve for initial terms of one, two, and three years respectively, and that all directors
thereafter elected by the board of directors shall serve for a term of...
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11-92A-1
Section 11-92A-1 Definitions. When used in this chapter, the following terms shall have the
following meanings, respectively, unless the context clearly indicates otherwise: (1) ARTICLES.
The articles of incorporation or articles of reincorporation of an authority. (2) AUTHORITY.
A public corporation incorporated and reincorporated pursuant to the provisions of this chapter.
(3) AUTHORIZED OPERATIONAL AREA. The county or counties in which the authority has been or
is proposed to be authorized to operate, as designated in its articles of incorporation in
accordance with the provisions of this chapter. If an authority does not designate an authorized
operational area, then such authority's authorized operational area shall be deemed for all
purposes to be solely the county of incorporation of the authority. (4) BOARD OF DIRECTORS.
The board of directors of an authority. (5) BOND OR BONDS. A bond or bonds issued under the
provisions of this chapter. (6) COUNTY OF INCORPORATION. The county...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
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11-65-6
Section 11-65-6 Incorporation of commission. The five persons initially designated as members
of a commission shall become a corporation with the power and authority provided in this chapter
by proceeding according to the provisions of this chapter. To become a corporation, the persons
so designated shall present to the Secretary of State an application signed by them which
shall contain the following: (1) A statement that the applicants propose to incorporate a
commission pursuant to this chapter; (2) The name and principal residence of each of the applicants;
(3) The date on which each applicant who is not an ex officio member was appointed as a member
and the expiration date of the term for which he was appointed; (4) The term of office for
each applicant who is an ex officio member; (5) The name of the proposed corporation, which
shall be "The _____ [name of the sponsoring municipality] Racing Commission"; (6)
The location of the principal office of the proposed corporation, which...
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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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11-86A-1
Section 11-86A-1 Definitions. When used in this chapter, the following terms shall have the
following meanings: (1) ARTICLES. The articles of incorporation or articles of reincorporation
of an authority. (2) AUTHORITY. A public corporation incorporated or reincorporated pursuant
to the provisions of this chapter. (3) BOARD OF DIRECTORS. The board of directors of an authority.
(4) BOND or BONDS. A bond or bonds issued under this chapter. (5) COUNTY OF INCORPORATION.
The county in which an authority has been or is proposed to be incorporated or reincorporated.
(6) DIRECTORS. The members of the board of directors. (7) INCORPORATORS. The natural persons
filing a written application for the incorporation or reincorporation of an authority pursuant
to this chapter. (8) MUNICIPALITY. Any municipal corporation wholly or partially within the
county of incorporation. (9) PARTICIPATING MUNICIPALITY. Any municipality named in the articles
that elects to participate in the incorporation or...
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11-92B-1
Section 11-92B-1 Definitions. When used in this chapter, the following words and terms shall
have the following meanings, respectively, unless the context clearly indicates otherwise:
(1) ARTICLES. The articles of incorporation of an authority. (2) AUTHORITY. A public corporation
incorporated pursuant to this chapter. (3) BOARD. The board of directors of an authority.
(4) BOND or BONDS. A bond or bonds issued under this chapter. (5) COUNTY OF INCORPORATION.
The county in which an authority has been or is proposed to be incorporated. (6) DIRECTORS.
The members of the board of directors. (7) INCORPORATORS. The natural persons filing a written
application for the incorporation of an authority pursuant to this chapter. (8) JUDGE OF PROBATE.
The judge of probate of the county of incorporation of an authority. (9) MILITARY INSTALLATION.
A federal military fort, base, camp, post, station, yard, depot, arsenal, armory, or installation.
(10) OPERATIONAL AREA. The parcels of realty within a...
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10A-2-10.03
Section 10A-2-10.03 Amendment by board of directors and shareholders. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) A corporation's board of directors may propose one or more amendments to the
articles of incorporation for submission to the shareholders. (b) For the amendments to be
adopted: (1) The board of directors must recommend the amendment to the shareholders unless
the board of directors determines that because of conflict of interest or other special circumstances
it should make no recommendation and communicates the basis for its determination to the shareholders
with the amendment; and (2) The shareholders entitled to vote on the amendment must approve
the amendment as provided in subsection (e). (c) Subject to the corporation's articles of
incorporation, the board of directors may condition its submission of the proposed amendment
on any basis, except that the board of directors may not...
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