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10A-2A-10.03
Section 10A-2A-10.03 Amendment by board of directors and stockholders. If a corporation has
issued stock, an amendment to the certificate of incorporation shall be adopted in the following
manner: (a) The proposed amendment shall first be adopted by the board of directors. (b) Except
as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment shall
then be approved by the stockholders. In submitting the proposed amendment to the stockholders
for approval, the board of directors shall recommend that the stockholders approve the amendment,
unless (i) the board of directors makes a determination that because of conflicts of interest
or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26
applies. If either (i) or (ii) applies, the board of directors must inform the stockholders
of the basis for its so proceeding. (c) The board of directors may set conditions for the
approval of the amendment by the stockholders or the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.03.htm - 3K - Match Info - Similar pages
10A-2A-11.05
Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries. (a) A domestic
or foreign parent entity that owns stock of a corporation which carries at least 90 percent
of the voting power of each class and series of the outstanding stock of that subsidiary corporation
that has voting power may (i) merge that subsidiary corporation into itself (if it is a corporation,
foreign corporation, or eligible entity), (ii) merge that subsidiary corporation into another
corporation, foreign corporation, or eligible entity in which the parent entity owns at least
90 percent of the voting power of each class and series of the outstanding stock or eligible
interests which have voting power, or (iii) merge itself (if it is a corporation, foreign
corporation, or eligible entity) into that subsidiary corporation, in any case without the
approval of the board of directors or stockholders of that subsidiary corporation, unless
the certificate of incorporation or organizational...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.05.htm - 2K - Match Info - Similar pages
40-21-5
Section 40-21-5 Reports of individuals or associations not incorporated. Whenever any person
or association of persons, not being a corporation and having no capital stock, shall engage
in this state in any character of business embraced within the provisions of this chapter,
the capital and property, or the certificate or other evidence of the rights or interest of
the person engaged in such business shall be deemed and treated as the capital stock of such
persons or association of persons for the purpose of taxation and for all purposes under this
title and shall be estimated and valued, and the intangible property values thereof, when
ascertained, shall be apportioned and distributed and assessed and taxed under the provisions
hereof in like manner as if such person or association of persons were a corporation, and
each such person or association of persons shall annually, within the time and the manner
provided in this chapter, make the statements and reports and give the...
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10A-20-7.16
Section 10A-20-7.16 Setting apart of earned surplus. Each year, the corporation shall set apart
as earned surplus not less than 10 percent of its net earnings for the preceding fiscal year
until the surplus shall be equal in value to one half of the amount paid in on the capital
stock then outstanding. Whenever the amount of surplus established herein shall become impaired,
it shall be built up again to the required amount in the manner provided for its original
accumulation. Net earnings and surplus shall be determined by the board of directors, after
providing for such reserves as the directors deem desirable, and the determination of the
directors made in good faith shall be conclusive on all persons. (Acts 1969, No. 322, p. 681,
§10; §10-4-145; amended and renumbered by Act 2009-513, p. 967, §336.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.16.htm - 1K - Match Info - Similar pages
10A-2A-6.02
Section 10A-2A-6.02 Terms of class or series determined by board of directors. (a) When any
corporation desires to issue any shares of stock of any class or of any series of any class
of which the powers, designations, preferences, and relative, participating, optional, or
other rights, if any, or the qualifications, limitations, or restrictions thereof, if any,
shall not have been set forth in the certificate of incorporation or in any amendment thereto
but shall be provided for in a resolution or resolutions adopted by the board of directors
pursuant to authority expressly vested in it by the certificate of incorporation or any amendment
thereto, a certificate of designations setting forth a copy of the board resolution or resolutions
and the number of shares of stock of the class or series as to which the resolution or resolutions
apply shall be executed and delivered to the Secretary of State for filing and shall become
effective in accordance with Article 4 of Chapter 1. If the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.02.htm - 4K - Match Info - Similar pages
22-30B-2.1
Section 22-30B-2.1 Annual payments to counties; guaranteed amount; distribution of funds. (a)
There is hereby provided to all counties having less than 25,000 population and wherein on
April 17, 1990, a commercial site for the disposal of hazardous waste or hazardous substances
is located, an annual payment of two and one-half percent of the gross receipts generated
by Section 22-30B-2 as provided herein over those fees in existence on October 1, 1989. (b)
Any county identified in subsection (a) is hereby guaranteed an amount not to exceed the lesser
of $4,200,000.00 or 100 percent of the receipts to the state paid on wastes or substances
disposed of in the county. In determining whether a county is entitled to receive benefit
of all or any portion of the guarantee herein made, there shall be charged against such county
all receipts which it receives pursuant to this chapter and Alabama Act 83-480, 1983 Regular
Session, as amended, or other applicable local act. (c) Determination of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-30B-2.1.htm - 4K - Match Info - Similar pages
10A-11-1.09
Section 10A-11-1.09 Apportionment, etc., of net earnings or losses. (a) The net earnings or
losses of an employee cooperative shall be apportioned and distributed at such times and in
such manner as the governing documents specify. Net earnings declared as patronage allocations
with respect to a period of time, and paid or credited to members, shall be apportioned among
the members in accordance with the ratio which each member's patronage during the period involved
bears to total patronage by all members during that period. (b) The apportionment, distribution,
and payment of net earnings required by subsection (a) may be in cash, credits, written notices
of allocation, or capital stock issued by the employee cooperative. (Act 97-949, p. 524, §9;
§10-14-9; amended and renumbered by Act 2009-513, p. 967, §312.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-11-1.09.htm - 1K - Match Info - Similar pages
10A-2-6.40
Section 10A-2-6.40 Distributions to 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 board
of directors may authorize and the corporation may make distributions subject to restriction
by the articles of incorporation and the limitation in subsection (c). (b) If the board of
directors does not fix the record date for determining shareholders entitled to a distribution
other than one involving a repurchase or reacquisition of shares, it is the date the board
of directors authorizes the distribution. (c) No distribution may be made if, after giving
it effect: (1) The corporation would not be able to pay its debts as they become due in the
usual course of business; or (2) The corporation's total assets would be less than the sum
of its total liabilities plus, unless the articles of incorporation permit otherwise, the
amount that would be needed, if the corporation were to be dissolved at the time...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.40.htm - 3K - 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
2-27-5.1
Section 2-27-5.1 Local governments prohibited from passing ordinances regulating pesticides.
(a)(1) The term "pesticides" as used herein shall have the same meaning as set forth
in the Alabama Pesticide Act, Section 2-27-2(1). (2) Except as provided in subsection (b),
no county, municipal corporation, or other political subdivision of this state shall adopt
or continue in effect any ordinance, rule, regulation, or resolution regulating the use, sale,
distribution, storage, transportation, disposal, formulation, labeling, registration, manufacturing,
or application of pesticides. (b) This section shall not prohibit or affect the right of any
county, municipal corporation, or other political subdivision of this state to adopt and enforce
the provisions of the Standard Building Code, Standard Fire Prevention Code, or the codes,
standards, and recommended practices of the National Fire Protection Association. (c) Any
local law or general law of local application regulating pesticide use,...
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