10A-2-10.07
Section 10A-2-10.07 Restated articles of incorporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action. (b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Section 10A-2-10.03. (c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement that identifies any amendment or other change it would make in the articles. (d) A corporation restating its articles of incorporation...
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10A-2-7.04
Section 10A-2-7.04 Action without meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided in the articles of incorporation, action required or permitted by the Constitution of Alabama of 1901 or by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. (b) If not otherwise fixed under Section 10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a). (c) A consent signed under this section has the effect of a...
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10A-2-8.25
Section 10A-2-8.25 Committees. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the board of directors. (b) The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under Section 10A-2-8.24. (c) Sections 10A-2-8.20 through 10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well. (d) To the extent specified by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.25.htm - 2K - Match Info - Similar pages
10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger has been adopted and approved as required by this article, then a statement of merger shall be signed by each party to the merger except as provided in Section 10A-2A-11.05(a). The statement of merger must set forth: (1) the name, type of organization, and mailing address of the principal office of each constituent organization, the jurisdiction of the governing statute of each constituent organization, and the respective unique identifying number or other designation as assigned by the Secretary of State, if any, of each constituent organization; (2) the name, type of organization, and mailing address of the principal office of the surviving organization, the unique identifying number or other designation as assigned by the Secretary of State, if any, of the surviving organization, the jurisdiction of the governing statute of the surviving organization, and, if the surviving organization is created...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.06.htm - 6K - Match Info - Similar pages
10A-3-7.04
Section 10A-3-7.04 Voluntary dissolution - Revocation of voluntary dissolution proceedings. (a) A nonprofit corporation may, at any time prior to the delivery of the articles of dissolution to the Secretary of State for filing, revoke the action theretofore taken to dissolve the nonprofit corporation, in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution proceedings be revoked, and directing that the question of the revocation be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the advisability of revoking the voluntary dissolution proceedings shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.04.htm - 3K - Match Info - Similar pages
10A-9A-10.04
Section 10A-9A-10.04 Filings required for conversion; effective date. THIS SECTION WAS AMENDED BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (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-9A-2.03(a) 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, before conversion; (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,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-9A-10.04.htm - 6K - Match Info - Similar pages
11-47-216
Section 11-47-216 Certificate of incorporation of authorities - Form; execution and acknowledgment; filing with probate judge; recordation by probate judge; amendment. (a) Within 40 days following the adoption of the most recent authorizing resolution, the applicants shall proceed to incorporate an authority by filing for record in the office of the judge of probate of the county in which the principal office of the authority is to be located a certificate of incorporation which shall comply in form and substance with the requirements of this article and which shall be in the form and executed in the manner provided in this article and shall also be in the form theretofore approved by the governing body of each authorizing subdivision. (b) The certificate of incorporation of the authority shall be signed and acknowledged by the incorporators before an officer authorized by the laws of the state to take acknowledgment to deeds. When the certificate of incorporation is filed for...
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11-50-312
Section 11-50-312 Acknowledgment, filing and recordation of certificate of incorporation; amendment of certificate of corporation formed under this article or under Division 1 of Article 8 of this chapter. (a) The certificate of incorporation of any corporation organized under this article shall state: (1) The name of the corporation, which shall be a name indicating the system or systems for the operation of which the corporation is organized (e.g., "the waterworks and electric board of the City (or Town) of _____," or "the utilities board of the City (or Town) of _____"); (2) The location of its principal office and the post office address thereof; (3) The period for the duration of the corporation (if the duration is to be perpetual, this fact should be stated); and (4) The objects for which the corporation is organized. The certificate of incorporation may also contain any provisions not contrary to law which the incorporators may choose to insert for the regulation and conduct of...
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5-5A-1
Section 5-5A-1 Procedure for incorporation - Application for permit. (a) The proposed incorporators of a bank shall execute and acknowledge an application for a permit in writing in the form prescribed by the superintendent and shall file the same in the office of the State Banking Department, which application shall be signed by all of the incorporators requesting a certificate authorizing the proposed bank to transact business at the place, time and under the name stated in said application. (b) At the time of filing said application, the applicant shall pay to the superintendent a filing fee. (c) The application shall name at a minimum five directors, and a majority of all directors shall be outside directors unless a written waiver is obtained from the superintendent. A director shall be deemed to be an outside director if the director will not serve as an officer, other than the chair, or an employee of the bank. (d) The application shall name a chair, chief executive officer, a...
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10A-2-14.20
Section 10A-2-14.20 Grounds for administrative dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. The Secretary of State may commence a proceeding under Section 10A-2-14.21 to administratively dissolve a corporation if: (1) The corporation does not pay within six months after they are due any franchise taxes or penalties imposed by this chapter or other law; (2) The corporation does not deliver its annual report to the Secretary of State within six months after it is due; (3) The corporation is without a registered agent or registered office in this state for 60 days or more; (4) The corporation does not notify the Secretary of State within 60 days that its registered agent or registered office has been changed, that its registered agent has resigned, or that its registered office has been discontinued; or (5) The corporation's period of duration stated in its articles of incorporation expires. (Acts...
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