27-27-24
Section 27-27-24 Directors of domestic insurers - Removal; vacancies. (a) At a special meeting
of stockholders or members called for that purpose, any director of a stock or mutual insurer
may be removed from office by an affirmative vote of stockholders or members holding in the
aggregate a majority of the voting power of all stockholders or members of an insurer entitled
to vote at an election of directors. If the board of directors, or any member thereof, is
so removed, new directors may be elected at the same meeting. (b) Vacancies in the board of
directors may be filled by the remaining members of the board, and each person so elected
shall be a director until his successor is elected by the stockholders or members at the next
annual meeting of stockholders or members or at any special meeting of stockholders or members
called for that purpose and held prior thereto. (Acts 1971, No. 407, p. 707, §520.)...
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10A-2-11.05
Section 10A-2-11.05 Articles of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
After a plan of merger or share exchange is approved by the shareholders, or adopted by the
board of directors if shareholder approval is not required, the surviving or acquiring corporation
shall deliver to the Secretary of State for filing articles of merger or share exchange setting
forth: (1) The plan of merger or share exchange; (2) If shareholder approval was not required,
a statement to that effect; (3) If approval of the shareholders of one or more corporations
party to the merger or share exchange was required: (i) The designation, number of outstanding
shares, and number of votes entitled to be cast by each voting group entitled to vote separately
on the plan as to each corporation; and (ii) Either the total number of votes cast for and
against the plan by each voting group entitled to vote...
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10A-2-7.05
Section 10A-2-7.05 Notice of meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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, or, in the
case of a special meeting called pursuant to Section 10A-2-7.02(a)(3), the persons calling
the meeting, shall notify shareholders in writing of the date, time, and place of each annual
and special shareholders' meeting no fewer than 10 nor more than 60 days before the meeting
date. Unless this chapter or the articles of incorporation require otherwise, the corporation,
or other persons calling the meeting, are required to give notice only to shareholders entitled
to vote at the meeting. Notwithstanding the provisions of this section or any other provisions
of this chapter, the stock or bonded indebtedness of a corporation shall not be increased
at a meeting unless notice of the meeting shall have been given as may be required by Section
234 of the Constitution of Alabama of 1901, as the same may be...
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10A-20-11.01
Section 10A-20-11.01 Alteration, amendment, or extension of charter by incorporated medical,
dental, pharmaceutical, etc., association. (a) Any incorporated medical association of the
State of Alabama, Alabama Dental Association, Alabama Pharmaceutical Association, or other
corporations organized similarly to the corporation or of a similar kind may alter, amend,
or extend its charter, or may do any two or all of these, in the manner following: (1) A written
resolution setting out the name of the corporation and embodying the proposed alterations,
amendments, or extensions shall be submitted to a lawful annual meeting of the corporation
or other lawful meeting of the corporation and adopted by a two-thirds vote of those present
at the meeting and lawfully entitled to vote on business matters coming before the meeting;
(2) The president, or some other executive officer of the corporation, and the secretary thereof
shall prepare, sign, and acknowledge as conveyances are acknowledged and...
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10A-20-6.07
Section 10A-20-6.07 Certificates of authority; contracts with public. Every corporation organized
under this article shall procure from the Commissioner of Insurance a certificate of authority
to do business, for which the corporation shall pay the sum of two hundred dollars ($200),
and the certificates of authority shall be renewed thereafter on or before the first day of
March of each year. The corporation may then enter into contracts with the public, subject
to the restrictions contained in this article, for benefits under its health service plan.
It shall be the duty of the corporation to enter into contracts with and issue certificates
to those of the public who may desire to avail themselves of the benefits of the health service
plan and who, under its rules and regulations, make application and are eligible therefor.
The contracts may provide for more than one class of services or benefits, may designate the
person or persons, or the class of persons, entitled thereto, may...
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10A-3-6.01
Section 10A-3-6.01 Sale, lease, exchange, or mortgage of assets. A sale, lease, exchange, mortgage,
pledge or other disposition of all, or substantially all, the property and assets of a nonprofit
corporation may be made upon the terms and conditions and for the consideration, which may
consist in whole or in part of money or property, real or personal, including shares
of any corporation for profit, domestic or foreign, as may be authorized in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition
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 stating that the purpose,
or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage,
pledge, or other disposition of all, or substantially all, the property...
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10A-2-10.07
Section 10A-2-10.07 Restated articles of incorporation. 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 restate its articles of incorporation at any time with
or without shareholder action. (b) The restatement may include one or more amendments to the
articles. If the restatement includes an amendment requiring shareholder approval, it must
be adopted as provided in Section 10A-2-10.03. (c) If the board of directors submits a restatement
for shareholder action, the corporation shall notify each shareholder, whether or not entitled
to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The
notice must also state that the purpose, or one of the purposes, of the meeting is to consider
the proposed restatement that identifies any amendment or other change it would make in the
articles. (d) A corporation restating its articles of incorporation...
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10A-2-13.20
Section 10A-2-13.20 Notice of dissenters' rights. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If proposed
corporate action creating dissenters' rights under Section 10A-2-13.02 is submitted to a vote
at a shareholders' meeting, the meeting notice must state that shareholders are or may be
entitled to assert dissenters' rights under this article and be accompanied by a copy of this
article. (b) If corporate action creating dissenters' rights under Section 10A-2-13.02 is
taken without a vote of shareholders, the corporation shall (1) notify in writing all shareholders
entitled to assert dissenters' rights that the action was taken; and (2) send them the dissenters'
notice described in Section 10A-2-13.22. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.20;
amended and renumbered by Act 2009-513, p. 967, §141.)...
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10A-3-7.03
Section 10A-3-7.03 Voluntary dissolution - Plan of distribution of assets. A plan providing
for the distribution of assets, not inconsistent with the provisions of this chapter, may
be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by
a nonprofit corporation for the purpose of authorizing any transfer or conveyance of assets
for which this chapter requires a plan of distribution, in the following manner: (1) If there
are members entitled to vote thereon, the board of directors shall adopt a resolution recommending
a plan of distribution and directing the submission thereof 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 of distribution 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 meetings of members. The plan of...
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2-10-57
Section 2-10-57 Amendments to articles of incorporation. The articles of incorporation or charter
of any cooperative or mutual association of farmers organized under the provisions of this
article may be altered or amended at any regular meeting of the members or at any special
meeting called for that purpose; provided that a quorum shall be present as defined in the
bylaws or other governing rules. The amendment must first be approved by two thirds of the
directors or other governing body and then adopted by vote of two thirds of the members present
and voting at the meeting. Amendments to the articles of incorporation, when so adopted, shall
be filed in accordance with the provisions of the general corporation laws of the state. (Acts
1921, Ex. Sess., No. 31, p. 38; Code 1923, §7134; Acts 1935, No. 222, p. 612; Code 1940,
T. 2, §92.)...
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