5-20-3
Section 5-20-3 Definitions. Notwithstanding any other provision of law, for the purposes of this chapter, the following terms shall have the meanings prescribed by this section: (1) ALABAMA BANK. A bank which is organized under the laws of this state or of the United States and which has its principal place of business in this state. (2) BANK. Any "insured bank" as such term is defined in Section 3(h) of the Federal Deposit Insurance Act, 12 U.S.C. §1813(h). (3) BANK HOLDING COMPANY. Any company which is a bank holding company under the Bank Holding Company Act of 1956, as amended, 12 U.S.C. §1841(a). (4) CREDIT CARD. Any type of arrangement or agreement pursuant to which any domestic lender or credit card bank, whether directly or indirectly through any domestic lender acting as its agent, gives a debtor the privilege of using a credit card or other credit confirmation, device or instrument of any type in transactions out of which debt arises: a. By the domestic lender or credit...
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9-6-5
Section 9-6-5 Procedure for incorporation. (a) Within 40 days from and after the date of issuance by the Governor of his executive order authorizing the applicants to proceed to form a public corporation, as provided in Section 9-6-4, the applicants or not less than three of the applicants shall proceed to incorporate a public corporation by filing of record in the office of the Secretary of State a certificate of incorporation which shall comply in form and substance with the requirements of this section and be executed in the manner provided in this section. (b) The certificate of incorporation of the authority shall state: (1) The names of the persons incorporating the authority, together with their post office addresses and a statement that each of them is a qualified elector of the State of Alabama; (2) The name of the authority (which shall include the words "environmental improvement authority"); (3) The location of the principal office of the authority, which shall be within...
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10A-2-11.05
Section 10A-2-11.05 Articles of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of State for filing articles of merger or share exchange setting forth: (1) The plan of merger or share exchange; (2) If shareholder approval was not required, a statement to that effect; (3) If approval of the shareholders of one or more corporations party to the merger or share exchange was required: (i) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and (ii) Either the total number of votes cast for and against the plan by each voting group entitled to vote...
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10A-2-2.01
Section 10A-2-2.01 Incorporators. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. One or more persons may act as the incorporator or incorporators of a corporation by signing and delivering articles of incorporation to the judge of probate of the county in which the corporation is to have its initial registered office for filing. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.01; amended and renumbered by Act 2009-513, p. 967, §89.)...
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10A-2-6.02
Section 10A-2-6.02 Terms of class or series determined by board of directors. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If the articles of incorporation so provide, and if the action is not inconsistent with the provisions of the Constitution of Alabama of 1901, as the same may be amended from time to time, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights, within the limits set forth in Section 10A-2-6.01, of: (1) any class of shares before the issuance of any shares of that class; or (2) one or more series within a class before the issuance of any shares of that series. (b) Each series of a class must be given a distinguishing designation. (c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series, and except to the extent otherwise provided in the description of...
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10A-2A-15.12
Section 10A-2A-15.12 Filing of verified statement with Commissioner of Revenue by foreign corporation prior to acting as fiduciary. Prior to the time when any foreign corporation acts pursuant to the authority of this article in any fiduciary capacity or capacities in this state, the foreign corporation shall file with the Commissioner of Revenue of this state a verified statement which shall state: (1) The correct corporate name of the foreign corporation; (2) The name of the state under the laws of which it is incorporated or if the foreign corporation is a national banking association or other corporation organized under the laws of the United States shall state that fact; (3) The address of its principal business office; (4) In what fiduciary capacity, or capacities, it desires to act in the State of Alabama; (5) That it is authorized to act in a similar fiduciary capacity or capacities in the state in which it is incorporated or, if it is a national banking association or other...
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10A-2A-9.13
Section 10A-2A-9.13 Statement of conversion; effectiveness. (a) After a plan of conversion is approved: (1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-1-4.01 and which must include: (A) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any; (B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any, where the certificate of formation and amendments are filed; (C) a statement that the converting organization has been converted into the converted organization; (D) the name...
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10A-5-9.01
Section 10A-5-9.01 Merger and consolidation. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Pursuant to any agreement, a domestic limited liability company may merge or consolidate with or into one or more limited liability companies or other business entities formed or organized under the laws of this state, any other state, the United States, or any foreign jurisdiction, with the domestic limited liability company or the other business entity being the surviving or resulting domestic limited liability company or other business entity. Except as otherwise specifically provided for in the operating agreement, a merger shall be approved by each domestic limited liability company which is to merge by all the members at the time approval of the merger is voted on. (b) Notwithstanding prior approval, an agreement of merger may be terminated prior to filing articles of merger with the Secretary of State or amended pursuant to a provision for the...
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22-21-173
Section 22-21-173 Incorporation - Certificate of incorporation - Contents; acknowledgment; filing. The certificate of incorporation of any public corporation incorporated under this article shall state: (1) The name of the corporation, which shall be Hospital Authority of _____ (or space to be filled in with the names of the county and of the municipality or municipalities which are to be members thereof, or with the name of any hospital proposed to be acquired by the corporation or with such other descriptive name as in the judgment of the members of the corporation is appropriate); (2) The names of the county and the municipality or municipalities which are to be members of the corporation; (3) The dates of adoption by the governing bodies of the county and such municipality or municipalities of their respective resolutions authorizing the incorporation of the corporation; (4) The location of the principal office of the corporation and its post office address; (5) The period for the...
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37-6-6
Section 37-6-6 Articles of incorporation - Generally. The articles of incorporation of a cooperative shall recite in the caption that they are executed pursuant to this chapter, shall be signed and acknowledged by each of the incorporators, and shall state: The name of the cooperative; the address of its principal office; the names and addresses of the incorporators; the names and addresses of the persons who shall constitute its first board of trustees; and any provisions not inconsistent with this chapter deemed necessary or advisable for the conduct of its business and affairs. Such articles of incorporation shall be submitted to the Secretary of State for filing as provided in this chapter. It shall not be necessary to set forth in the articles of incorporation of a cooperative the purpose for which it is organized or any of the corporate powers vested in a cooperative under this chapter. (Acts 1939, No. 231, p. 371; Code 1940, T. 18, §36.)...
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