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
11-50-313
Section 11-50-313 Board of directors. (a) Each corporation formed or the certificate of incorporation of which is amended under this article shall have a board of directors which shall constitute the governing body of the corporation, which board shall consist of at least three members. In any Class 4 municipality which has adopted a mayor-council form of government pursuant to Chapter 43B (commencing with Section 11-43B-1) of this title, any corporation formed pursuant to this chapter may have a governing body which shall consist of seven members. Any corporation, located in any Class 5 municipality, which is governed by a local law enacted in the 1995 Regular Session may have a governing body which shall consist of seven members. No fee shall be paid to any director for services rendered with respect to a sanitary sewer system. In any instance where the system or systems owned and operated by the corporation are any one or more of a water system, a gas system, and an electric system,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50-313.htm - 9K - Match Info - Similar pages
11-54-175
Section 11-54-175 Amendments to certificate of incorporation; filing of application; approval or denial by governing body; filing and recordation. The certificate of incorporation of any authority incorporated under the provisions of this article may at any time and from time to time be amended in the manner provided in this section. The board shall first adopt a resolution proposing an amendment to the certificate of incorporation which shall be set forth in full in the said resolution and which amendment may include any matters which might have been included in the original certificate of incorporation. After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the authority, the chairman of the board and the secretary of the authority shall sign and file a written application in the name of and on behalf of the authority, under its seal, with the governing body of the authorizing municipality, requesting such governing body to adopt...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54-175.htm - 3K - Match Info - Similar pages
10A-2A-8.58
Section 10A-2A-8.58 Variation by corporate action; application of division. (a) A corporation may, by a provision in its certificate of incorporation, bylaws, or in a resolution adopted or a contract approved by the board of directors or stockholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with Section 10A-2A-8.51 or advance funds to pay for or reimburse expenses in accordance with Section 10A-2A-8.53. Any obligatory provision shall be deemed to satisfy the requirements for authorization referred to in Section 10A-2A-8.53(c) and in Section 10A-2A-8.55(c). Any provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with Section 10A-2A-8.53 to the fullest extent permitted by law, unless the provision expressly provides otherwise. (b) A right of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.58.htm - 3K - Match Info - Similar pages
22-34-5
Section 22-34-5 Application for corporation; contents; officers; board of directors; record of proceedings. (a) To become a corporation, the Governor, the Lieutenant Governor, the Speaker of the House, the director of the department and the Director of Finance shall present to the Secretary of State of Alabama an application signed by them which shall set forth: (1) The name, official designation and official residence of each of the applicants, together with a certified copy of the commission evidencing each applicant's right to office; (2) The date on which each applicant was inducted into office and the term of office of each of the applicants; (3) The name of the proposed corporation, which shall be the "Alabama Water Pollution Control Authority"; (4) The location of the principal office of the proposed corporation; and (5) Any other matter relating to the incorporation which the applicants may choose to insert and which is not inconsistent with this chapter or any other laws of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-34-5.htm - 3K - Match Info - Similar pages
45-29-90.03
Section 45-29-90.03 Certificate of incorporation. (a) To become a corporation, the persons who are designated to become members of the initial board of directors of the authority, as provided in Section 45-29-90.02, shall present to the Judge of Probate of Fayette County, a certificate of incorporation signed by them which shall contain all of the following: (1) The name and official residence of each of the persons. (2) The term of office of each of the persons as such directors. (3) The name of the proposed corporation which shall be the Tom Bevill Reservoir Management Area Authority. (4) A concise legal description of the areas included in the Tom Bevill Reservoir Management Area. (5) The location of the principal office of the proposed corporation which shall be in Fayette County. (6) Any other matter relating to the incorporation that the persons may choose to insert and which is not inconsistent with this article or the laws of the State of Alabama. (b) The certificate of...
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11-101A-5
Section 11-101A-5 Amendment to certificate of incorporation. (a) The certificate of incorporation of any authority incorporated under this chapter may at any time, and from time to time, be amended, but only in the manner provided in this section. The board shall first adopt a resolution proposing an amendment to the certificate of incorporation of the authority, which amendment shall be set forth in full in the resolution and which amendment may include any matters that might have been included in the original certificate of incorporation. (b) After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the authority, the chair of the board and the secretary of the authority shall sign and file, with the governing body of each authorizing subdivision, a written application in the name and on behalf of the authority, requesting the governing body to adopt a resolution approving the proposed amendment, and accompanied by a certified copy...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-101A-5.htm - 3K - Match Info - Similar pages
11-32-5
Section 11-32-5 Certificate of incorporation - Amendment. (a) The certificate of incorporation of any authority incorporated under or governed by this chapter may be amended in the manner provided in this section. The board shall first adopt a resolution proposing an amendment to the certificate of incorporation which shall be set forth in full in the resolution and which amendment may include any matters which might have been included in the original certificate of incorporation. (b) After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the authority, the chair of the board or executive director of the authority and the secretary of the authority shall sign and file a written application in the name of and on behalf of the authority, under its seal, with the governing body of the authorizing county and with the governing body of the principal municipality, requesting each governing body to adopt a resolution approving the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-32-5.htm - 3K - Match Info - Similar pages
11-54A-6
Section 11-54A-6 Amendments to certificate of incorporation; procedure. The certificate of incorporation of the authority incorporated under the provisions of this chapter may at any time and from time to time be amended in the manner provided in this section. The board shall first adopt a resolution proposing an amendment to the certificate of incorporation which shall be set forth in full in the said resolution and which amendment may include any matters which might have been included in the original certificate of incorporation. After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the authority, the chairman of the board and the secretary of the authority shall sign and file a written application in the name of and on behalf of the authority, under its seal, with the governing body of the city, requesting such governing body to adopt a resolution approving the proposed amendment, and accompanied by a certified copy of the said...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54A-6.htm - 3K - Match Info - Similar pages
11-89A-5
Section 11-89A-5 Amendments to certificate of incorporation. The certificate of incorporation of any authority incorporated under the provisions of this chapter may at any time and from time to time be amended in the manner provided in this section. The board shall first adopt a resolution proposing an amendment to the certificate of incorporation which shall be set forth in full in the said resolution and which amendment may include any matters which might have been included in the original certificate of incorporation. After the adoption by the board of a resolution proposing an amendment to the certificate of incorporation of the authority, the chairman of the board and the secretary of the authority shall sign and file a written application in the name of and on behalf of the authority, under its seal, with the governing body of each determining subdivision, requesting such governing body to adopt a resolution approving the proposed amendment, and accompanied by a certified copy of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-89A-5.htm - 3K - Match Info - Similar pages
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