10A-2A-10.05
Section 10A-2A-10.05 Amendment by board of directors. Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt amendments to the corporation's certificate of incorporation without stockholder approval: (a) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (b) to delete the names and addresses of the incorporators or initial directors; (c) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; (d) if the corporation has only one class of stock outstanding: (1) to change each issued and unissued authorized share of stock of the class into a greater number of whole shares of stock of that class; or (2) to increase the number of authorized shares of stock of the class to the extent necessary to permit the issuance of stock as a stock dividend; (e) to change the corporate name,...
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9-17-152
Section 9-17-152 Board approval; recordation of order; certificate of effectiveness; dissolution of fields and units; determination of commercial reserves; creation of cavities. (a) The use of an underground reservoir as a storage facility for gas is hereby authorized, provided that the board shall first enter an order, after notice and hearing pursuant to the provisions of Sections 9-17-3 to 9-17-8, inclusive, approving such proposed underground storage of gas and designating the horizontal and vertical boundaries of the storage facility, such boundaries to include within them any necessary or reasonable buffer zone for the purpose of insuring the safe operation of the storage facility and to protect the storage facility against pollution, invasion, and escape or migration of gas therefrom, upon finding as follows: (1) That the storage facility is suitable and feasible for the injection, storage and withdrawal of gas and has a greater value or utility for the storage of gas than for...
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10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation may at any time restate its certificate of formation as theretofore amended, in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution setting forth the proposed restated certificate of formation and directing that they be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. (2) Written notice setting forth the proposed restated articles or a summary of the provisions thereof shall be given to each member entitled to vote thereon, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. If the meeting is an annual meeting, the proposed restated articles or a summary of the provisions thereof may be included in the notice of the annual meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
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24-1A-17
Section 24-1A-17 Dissolution of authority; vesting title to property in state. At any time when an authority has no bonds or other obligations outstanding, its board of directors may by the unanimous vote of all directors present adopt a resolution declaring that the authority shall be dissolved. Upon filing for record of a certified copy of the said resolution in the office of the Secretary of State, the authority shall thereupon stand dissolved and in the event it shall own any property at the time of its dissolution, the title of all its properties shall thereupon pass to the state. (Acts 1980, No. 80-585, p. 899, §19.)...
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10A-2A-1.47
Section 10A-2A-1.47 Ratification of defective corporate actions. (a) To ratify a defective corporate action under this section (other than the ratification of an election of the initial board of directors under subsection (b)), the board of directors shall take action ratifying the action in accordance with Section 10A-2A-1.48, stating: (1) the defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative stock, the number and type of shares of putative stock purportedly issued; (2) the date of the defective corporate action; (3) the nature of the failure of authorization with respect to the defective corporate action to be ratified; and (4) that the board of directors approves the ratification of the defective corporate action. (b) In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under Section 10A-2A-2.04(a)(2), a majority of the persons who,...
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41-10-150
Section 41-10-150 Dissolution of authority; title to property vests in state. At any time when no bonds or obligations assumed by an authority are outstanding, the board of directors of an authority may adopt a resolution, which shall be entered upon its minutes, declaring that the authority shall be dissolved. Upon the filing for record of a certified copy of the said resolution in the office of the Secretary of State, the authority shall thereupon stand dissolved and, in the event it owned any property at the time of its dissolution, the title to all of its properties shall thereupon pass to and vest in the state. (Acts 1979, No. 79-441, p. 710, §16.)...
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10A-2A-2.06
Section 10A-2A-2.06 Emergency bylaws. (a) Unless the certificate of incorporation provides otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the stockholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) procedures for calling a meeting of the board of directors; (2) quorum requirements for the meeting; and (3) designation of additional or substitute directors. (b) All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) binds the corporation; and (2) may not be used to impose liability on a director, officer, employee, or agent of the corporation. (d) An emergency exists for purposes of this...
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45-39-221.11
Section 45-39-221.11 Dissolution of tourism board. At any time when the tourism board does not have any debt outstanding, and when there shall be no other obligations assumed by the tourism board that are then outstanding, the board may adopt a resolution, which shall be duly entered upon its minutes, declaring that the tourism board should be dissolved; provided, however, that no such resolution may be adopted except upon the affirmative vote of not less than four directors, with such vote having been taken by yeas and nays and entered upon the minutes of the board. After the adoption of the resolution by the board, and only if the governing bodies of the county and the City of Florence each adopt a resolution, which shall be duly entered upon their respective minutes, approving the dissolution of the tourism board, then, upon the filing for record in the office of the judge of probate of the county of a certified copy of each such resolution, the tourism board shall thereupon stand...
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10A-2A-1.45
Section 10A-2A-1.45 Definitions. In this article: (1) "Corporate action" means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation or the stockholders. (2) "Date of the defective corporate action" means the date (or the approximate date, if the exact date is unknown) the defective corporate action was purported to have been taken. (3) "Defective corporate action" means (i) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization, and (ii) an overissue. (4) "Failure of authorization" means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate resolution,...
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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...
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