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10A-2-7.32
Section 10A-2-7.32 Shareholder agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement among
the shareholders of a corporation that complies with this section is effective among the shareholders
and the corporation even though it is inconsistent with one or more provisions of this chapter
in that it: (1) Eliminates the authority of the board of directors or restricts the discretion
or powers of the board of directors; (2) Governs the authorization or making of distributions
whether or not in proportion to ownership of shares, subject to the limitations in Section
10A-2-6.40; (3) Establishes who shall be directors or officers of the corporation, or their
terms of office or manner of selection or removal; (4) Governs, in general or in regard to
specific matters, the exercise or division of voting power by or between the shareholders
and directors or by or among any of them, including use of...
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11-54B-50
Section 11-54B-50 District management corporation limits, powers, and duties. (a) District
management corporations provided for in this article shall be incorporated under the Alabama
Nonprofit Corporation Act, Chapter 3 of Title 10A, and shall exercise their powers in a manner
consistent with that law. (b) To qualify for designation by ordinance to manage a self-help
business improvement district, the articles of incorporation of a proposed district management
corporation shall provide all of the following: (1) That a board of directors shall manage
the property, business, and affairs of the corporation. (2) The names and addresses of the
initial members of the board of directors. (3) That the initial members of the board shall
be divided into three groups which are as equal in number as is possible, that those groups
will serve for initial terms of one, two, and three years respectively, and that all directors
thereafter elected by the board of directors shall serve for a term of...
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22-21-179
Section 22-21-179 Powers of corporation. The corporation shall have all the powers and authority
inhering in, or conferred upon, counties in the State of Alabama operating public hospitals,
except as otherwise provided, as well as the following specific powers, together with all
powers incidental thereto or necessary to the discharge thereof in corporate form: (1) To
have succession by its corporate name for the duration of time, which may be in perpetuity,
specified in its certificate of incorporation or until dissolved as provided in Section 22-21-191;
(2) Subject to the limitations contained in the provisions of this section, to maintain actions
and have actions maintained against it in its own name in civil, including ex delicto and
ex contractu, actions; (3) To adopt and make use of a corporate seal and to alter the same
at pleasure; (4) To adopt bylaws and amend the same; (5) To receive, acquire, take and hold,
whether by purchase, gift, lease, devise or otherwise, real and...
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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...
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41-10-477
Section 41-10-477 Dissolution of authority. When all securities issued by the authority and
all obligations assumed by it under the provisions of this article shall have been paid in
full, the then president of the authority shall thereupon execute and deliver in the name
of and in behalf of the authority an appropriate deed, or deeds, to which the seal of the
authority shall be affixed and attested by the secretary of the authority, whereby there shall
be conveyed to the state all the buildings, properties and other assets then owned by the
authority. The then officers and directors of the authority shall at such time file with the
Secretary of State a written statement, subscribed and sworn to by each of them, reciting
the payment in full of all bonds therefore issued by the authority and the execution and delivery
of such deed or deeds to the state, which statement shall be filed by the Secretary of State
and recorded with the certificate of incorporation of the authority, whereupon...
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10A-2-13.02
Section 10A-2-13.02 Right to dissent. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder is entitled
to dissent from, and obtain payment of the fair value of his or her shares in the event of,
any of the following corporate actions: (1) Consummation of a plan of merger to which the
corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03
or the articles of incorporation and the shareholder is entitled to vote on the merger or
(ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04;
(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation
whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation
of a sale or exchange by all, or substantially all, of the property of the corporation other
than in the usual and regular course of...
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11-47-218
Section 11-47-218 Powers of authorities generally; location of projects; exercise of power
of eminent domain. (a) In addition to all other powers at any time conferred on it by law,
and subject to any express provisions of its certificate of incorporation to the contrary,
an authority shall have the following lawful powers, together with all powers incidental thereto
or necessary to discharge thereof in the corporate form: (1) To have succession by its corporate
name in perpetuity or for the duration specified in its certificate of incorporation. (2)
To sue and be sued in its own name in civil actions and to defend actions against it. (3)
To adopt and make use of a corporate seal and to alter the same at pleasure. (4) To adopt,
alter, and repeal bylaws, regulations, and rules, not inconsistent with this article or its
certificate of incorporation, for the regulation and conduct of the affairs and business of
the authority. (5) To acquire, receive, take, and hold, whether by purchase,...
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11-50-524
Section 11-50-524 Corporate powers. (a) The corporation shall be entitled to all the exemptions
provided by the general laws of Alabama and of the United States for municipal corporations.
To carry out its purposes, the corporation shall have the following specific powers, but no
enumeration of powers granted in this chapter shall be construed to impair or limit any general
grant of power contained in this chapter nor to limit any such grant to a power or powers
of the same class or classes as those enumerated: (1) To have succession by its corporate
name perpetually unless dissolved and unless a shorter period of time shall be specified in
the certificate; (2) To sue and be sued and to prosecute and defend; (3) To have and to use
a corporate seal and to alter the same at will; (4) To acquire by purchase or lease and to
operate, maintain, extend, and improve any utility within the power district, including any
real and personal properties and any contract and franchise rights in...
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22-23B-5
Section 22-23B-5 Alabama Drinking Water Finance Authority - Incorporation. (a) To become a
corporation, the Governor, the Lieutenant Governor, the Speaker of the House of Representatives,
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 and
official designation 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 Drinking Water Finance 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. The application shall be subscribed and sworn to by each...
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22-30F-6
Section 22-30F-6 Alabama Land Recycling Finance Authority - Incorporation. (a) To become a
corporation, the Governor, the Lieutenant Governor, the Speaker of the House of Representatives,
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 the following: (1)
The name and official designation 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 Land Recycling Finance
Authority." (4) The location of the principal office of the proposed corporation. (5)
Any other matter relating to the incorporation which the applicants may choose to insert and
which is not inconsistent with this chapter. (b) The application shall be subscribed and...
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