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27-61-1
functions. 5. CORPORATE RECORDS OF THE COMMISSION The Commission shall maintain its corporate
books and records in accordance with the Bylaws. 6. QUALIFIED IMMUNITY, DEFENSE, AND INDEMNIFICATION
a. The Members, officers, executive director, employees, and representatives of the Commission,
the Executive Committee, and any other Committee of the Commission shall be immune from suit
and liability, either personally or in their official capacity, for any claim for damage to
or loss of property or personal injury or other civil liability caused by or
arising out of any actual or alleged act, error, or omission that occurred, or that the person
against whom the claim is made had a reasonable basis for believing occurred within the scope
of Commission employment, duties, or responsibilities; provided that nothing in this paragraph
shall be construed to protect any such person from suit and/or liability for any damage, loss,
injury, or liability caused by the intentional or willful or wanton...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-61-1.htm - 62K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.03.htm - 4K - Match Info - Similar pages
2-10-35
to appear to the court or to the judge thereof that the stockholders or members of such corporation
or association are, in the judgment of the court or judge, so numerous as to render it impracticable
or inexpedient to bring them all before the court, and, in the judgment of the court or judge,
a sufficient number, not less than 10 representative stockholders or members of such corporation
or association are made defendants to such complaint, such court or judge may make an order
directing personal service on the defendants named and that publication, in such manner
and form as the court or judge may prescribe, be made as to all other members and parties
interested once a week for four consecutive weeks in some newspaper of general circulation
published in the county wherein such complaint is filed. If, upon the final hearing, such
court shall find that a continuance of such corporation is impracticable or that it will be
in the interest of the corporation or association that it be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/2-10-35.htm - 4K - Match Info - Similar pages
10A-11-1.04
Section 10A-11-1.04 Revocation. An employee cooperative may revoke its election under this
chapter by a vote of two-thirds of the members and through articles of amendment filed in
accordance with the Alabama Business Corporation Law. (Act 97-949, p. 524, §4; §10-14-4;
amended and renumbered by Act 2009-513, p. 967, §312; Act 2019-94, §2.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-11-1.04.htm - 666 bytes - Match Info - Similar pages
10A-20-7.20
Section 10A-20-7.20 Amendment of certificate of formation. (a) The certificate of formation
may be amended by the votes of the stockholders and the members of the corporation, voting
separately by classes, and the amendments shall require approval by the affirmative vote of
two thirds of the votes to which the stockholders shall be entitled and two thirds of the
votes to which the members shall be entitled; provided, that no amendment of the certificate
of formation which is inconsistent with the general purposes expressed in this article, which
authorizes any additional class of capital stock to be issued or which eliminates or curtails
the right of the state Comptroller to examine the corporation or the obligation of the corporation
to make reports as provided in Section 10A-20-7.18 shall be made; and provided further, that
no amendment of the certificate of formation which increases the obligation of a member to
make loans to the corporation, makes any change in the principal...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.20.htm - 2K - Match Info - Similar pages
10A-2A-9.12
after the conversion. (e) Unless the certificate of incorporation, or the board of directors
acting pursuant to subsection (c), requires a greater vote or a greater quorum, approval of
the plan of conversion requires (i) the approval of the stockholders at a meeting at which
a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and
(ii) the approval of each class or series of stock voting as a separate voting group at a
meeting at which a quorum of the voting group exists consisting of a majority of the votes
entitled to be cast on the plan by that voting group. (f) If as a result of the conversion
one or more stockholders of the converting corporation would become subject to personal
liability, approval of the plan of conversion shall require the signing in connection with
the transaction, by each stockholder who would become subject to personal liability,
of a separate written consent to become subject to personal liability. (Act 2019-94,
§1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-9.12.htm - 2K - Match Info - Similar pages
11-54B-11
Section 11-54B-11 District management corporation limits, powers, and duties. (a) District
management corporations shall be incorporated under the Alabama Nonprofit Corporation Act
(Chapter 3A of Title 10) and shall exercise their powers in a manner consistent with such
act. (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 must
provide the following: (1) That the property, business, and affairs of the corporation shall
be managed by a board of directors. (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 such groups will serve for initial
terms of one (1), two (2) and three (3) years respectively, and that all directors thereafter
elected by the board of directors shall serve for a term of three (3) years. (4)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54B-11.htm - 6K - Match Info - Similar pages
37-6-4
Section 37-6-4 Name. The name of each cooperative primarily engaged in the distribution of
electricity or other services shall include the word "cooperative"; and the name
of each cooperative primarily engaged in generating or transmitting electricity for delivery
to an electric distributor shall include at least one of the words "electric", "power"
or "cooperative"; provided, that such limitation shall not apply if, in an affidavit
made by the president or vice president of a cooperative on file with the Secretary of State,
it shall appear that the cooperative desires to transact business in another state and is
precluded therefrom by reason of its name; and provided further, that any corporation heretofore
or hereafter organized under Chapter 7 of this title, which may be converted into a cooperative
and become subject to this chapter, as provided in Section 37-6-16, or any foreign corporation
transacting business in this state pursuant to Section 37-6-26, may, at its election,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-4.htm - 1K - Match Info - Similar pages
10A-11-1.06
Section 10A-11-1.06 Members; membership shares; rights and responsibilities. (a) The governing
documents shall establish qualifications and the method of acceptance and termination of members.
No person may be accepted as a member unless employed by the employee cooperative on a full-time
or part-time basis. In order to qualify for membership, part-time employment shall be at least
half-time. (b) An employee cooperative shall issue a class of voting stock designated as "membership
shares." Each member shall own only one membership share, and only members may own such
shares. (c) Membership shares shall be issued for a fee as shall be determined by the directors.
An employee cooperative may allow for payment of such fee by payroll deduction, installments,
or similar methods. A membership share may be issued to a person upon acceptance for membership
regardless of whether the membership fee is fully paid. (d) Members of an employee cooperative
shall have all the rights and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-11-1.06.htm - 1K - Match Info - Similar pages
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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