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34-22-40
Section 34-22-40 Creation; composition; terms of office; election of candidates; annual meeting.
(a) In order to accomplish the purposes and to provide for the enforcement of this chapter,
there is created the Alabama Board of Optometry. The board may implement and enforce this
chapter. On October 10, 1975, the State Board of Optometry as then constituted shall be abolished,
but the members thereof shall serve as members of the Alabama Board of Optometry created by
this section and shall continue to serve until their present terms of appointment expire,
as set out below. The membership of the board shall be inclusive and reflect the racial, gender,
geographic, urban/rural, and economic diversity of the state. Until October 1, 1992, the Alabama
Board of Optometry shall consist of five persons, no two of whom shall reside in the same
U.S. Congressional District. On October 1, 1993, two additional members shall be appointed
to the board. The board shall than be composed of seven members,...
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45-10A-20
Section 45-10A-20 Election of council members. (a) Any law, whether special, local, or general,
or municipal ordinance, to the contrary notwithstanding, pursuant to Civil Action No. 87-T-1174-N,
U.S. District Court for the Middle District Northern Division Federal Court Order, the City
of Centre in Cherokee County, shall not designate by place number, or by other similar method,
seats for city council. (b) The City Council of the City of Centre, Alabama, shall consist
of seven members elected at large, without designated or numbered places. In the election
of members of the city council, the seven candidates receiving the greatest number of votes
shall be elected to the council. There shall be no run-off election and in the event of a
tie vote, the winner shall be selected by a majority vote of the newly elected mayor and council.
(c) In the election for members of the city council, each qualified voter is authorized to
cast as many as seven votes. Such voter may cast these seven votes...
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10A-2A-12.02
Section 10A-2A-12.02 Stockholder approval of certain dispositions. (a) A sale, lease, exchange,
or other disposition of assets, other than a disposition described in Section 10A-2A-12.01,
requires approval of the corporation's stockholders if the disposition would leave the corporation
without a significant continuing business activity. A corporation will conclusively be deemed
to have retained a significant continuing business activity if it retains a business activity
that represented, for the corporation and its subsidiaries on a consolidated basis, at least
(i) 25 percent of total assets at the end of the most recently completed fiscal year, and
(ii) either 25 percent of either income from continuing operations before taxes or 25 percent
of revenues from continuing operations, in each case for the most recently completed fiscal
year. (b) To obtain the approval of the stockholders under subsection (a) the board of directors
shall first adopt a resolution authorizing the disposition....
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10A-2A-14.02
Section 10A-2A-14.02 Dissolution by board of directors and stockholders. (a) The board of directors
may propose dissolution for submission to the stockholders by first adopting a resolution
authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it shall then be
approved by the stockholders. In submitting the proposal to dissolve to the stockholders for
approval, the board of directors shall recommend that the stockholders approve the dissolution,
unless (i) the board of directors determines that because of conflict of interest or other
special circumstances it should make no recommendation or (ii) Section 10A-2A-8.26 applies.
If either (i) or (ii) applies, the board of directors shall inform the stockholders of the
basis for its so proceeding. (c) The board of directors may set conditions for the approval
of the proposal for dissolution by stockholders or the effectiveness of the dissolution. (d)
If the approval of the stockholders is to be given at a meeting, the...
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41-4-16
Section 41-4-16 Consent of department prerequisite to issuance of securities by state commissions,
authorities, etc.; exceptions. No bonds or other evidences of indebtedness of any commission
or authority created to construct or reconstruct highway bridges, approaches and appurtenances
thereto, any state rural electrification authority, any electric membership corporation, any
power district, or any improvement authority shall be issued or sold until the consent to
the issuance and sale thereof shall have been given by the Department of Finance, to be evidenced
by the written approval of the Director of Finance. Such consent shall be granted only after
a public hearing and after a petition requesting such consent has been duly filed by the corporation,
authority, district, commission, or other body seeking such consent with the department more
than five days before the public hearing. The petition shall specify the plan or program of
the body seeking the consent and the uses to which...
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45-21A-50
Section 45-21A-50 Election of Rutledge City Council. (a) Any law, whether special, local, or
general or municipal ordinance, to the contrary notwithstanding, pursuant to Civil Action
No. 87-T-1289-N, U.S. District Court for the Middle District Northern Division Federal Court
Order, the Town of Rutledge in Crenshaw County, shall not designate by place number, or by
other similar method, seats for its city council. (b) The City Council of the Town of Rutledge,
Alabama, shall consist of five members elected at large, without designated or numbered places.
In the election of members of the city council, the five candidates receiving the greatest
number of votes shall be elected to the council. There shall be no runoff election and in
the event of a tie vote, the winner shall be selected by a majority vote of the newly elected
mayor and council. In such election for members of the city council, each qualified voter
is authorized to cast only one vote. (c) The requirement for office,...
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45-23A-21
Section 45-23A-21 City council. (a) Notwithstanding any law, whether special, local, general,
or municipal ordinance, to the contrary, pursuant to Civil Action No. 85-T-1332-N, U.S. District
Court for the Middle District Northern Division Federal Court Order, the City of Daleville
in Dale County, shall not designate by place number or by other similar method seats for its
city council. (b) The City Council of the City of Daleville, Alabama, shall consist of five
members elected at large, without designated or numbered places. In the election of members
of the city council, the five candidates receiving the highest number of votes shall be elected
to the council. There shall be no runoff election. In the event of a tie vote for the fifth
highest receiving votes, the winner shall be selected by a majority vote of the newly elected
mayor and council. In the election for members of the city council, each qualified voter shall
be entitled to vote for any number of candidates from one to...
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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,
ยง1.)...
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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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37-7-19
Section 37-7-19 Dissolution. Any corporation created under this chapter may be dissolved by
filing in the Office of the Secretary of State a certificate which shall be entitled and endorsed
"CERTIFICATE OF DISSOLUTION of _____" (the blank space being filled in with the
name of the corporation) and shall state: The name of the corporation and, if such corporation
is a corporation resulting from a consolidation as provided in this chapter, the names of
the original corporation; the date of filing of the certificate of incorporation in the Office
of the Secretary of State and, if such corporation is a corporation resulting from a consolidation
as provided in this chapter, the dates on which the certificates of incorporation of the original
corporations were filed in the Office of the Secretary of State; the fact that the corporation
elects to dissolve; the name and post office address of each of its directors and the name,
title and post office address of each of its officers. Such...
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