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11-92B-8
Section 11-92B-8 Amendment of articles. (a) The articles of an authority 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 articles, which amendment shall be set forth
in full in the resolution and which may include any matters that might have been included
in the original articles. (b) After the adoption by the board of a resolution proposing an
amendment to the articles, the chair and the secretary of the authority shall sign and file
with the governing bodies of the county of incorporation, and each municipality whose corporate
limits lie in whole or in part within the operational area of the authority, a written application
in the name and on behalf of the authority, under its seal, requesting that such governing
body or bodies adopt a resolution approving the proposed amendment, and accompanied by a copy
of the resolution adopted by the board proposing the amendment to the...
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16-17A-6
Section 16-17A-6 Board of directors. (a) Each authority shall have a board of directors composed
of the number of directors provided in the articles of incorporation. (b) All powers of an
authority shall be exercised by the board or pursuant to its authorization. (c) Except for
ex-officio directors specified in the articles of incorporation, all directors of an authority
shall be elected or appointed by the sponsoring university. The articles of incorporation
may provide that specified officers or employees of the sponsoring university shall be ex-officio
directors of an authority, so long as a majority of the directors are elected or appointed
by the sponsoring university. (d) The articles of incorporation may provide that a governmental
entity, a public corporation, or a nonprofit organization may nominate one or more directors
of an authority, provided that the number of directors elected or appointed by the sponsoring
university without nomination may never be less than a majority...
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10A-1-7.12
Section 10A-1-7.12 Grounds for revocation. The Secretary of State may commence a proceeding
under Section 10A-1-7.13 to revoke the registration of a foreign entity authorized to transact
business in this state if: (1) the foreign entity does not deliver its annual report, if required
by law, to the Secretary of State within 180 days after it is due; (2) the foreign entity
does not pay within 180 days after they are due any applicable privilege or corporation share
tax, qualification fee or admission tax, or interest or penalties imposed by this title or
other law; (3) the foreign entity is without a registered agent or registered office in this
state for 60 days or more; (4) the foreign entity does not file a statement of change of registered
agent or registered office with the Secretary of State under Section 10A-1-5.32 within 60
days of the change or its registered agent does not file a change of name or change of address
of the registered office with the Secretary of State under...
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10A-2-14.23
Section 10A-2-14.23 Appeal from denial of reinstatement. 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 Secretary of State denies a corporation's application for reinstatement following administrative
dissolution, he or she shall serve the corporation under Section 10A-1-5.31, 10A-1-5.35, or
10A-1-5.36 with a written notice that explains the reason or reasons for denial. (b) The corporation
may appeal the denial of reinstatement to the circuit court of the county where its articles
of incorporation are filed within 30 days after service of the notice of denial is perfected.
A corporation created by an act of the Legislature prior to the adoption of the Constitution
of Alabama of 1901, or which resulted from a merger or consolidation, may appeal to the Circuit
Court of Montgomery County. The corporation appeals by petitioning the court to set aside
the dissolution and attaching to the petition copies...
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10A-3-5.04
Section 10A-3-5.04 Articles of merger or consolidation. (a) Upon the approval, articles of
merger or articles of consolidation shall be executed for each nonprofit corporation by its
president or a vice president, and by its secretary or an assistant secretary, and verified
by one of the officers signing the articles, and shall set forth: (1) The plan of merger or
the plan of consolidation; (2) If the members of any merging or consolidating nonprofit corporation
are entitled to vote thereon, then as to each nonprofit corporation (i) a statement setting
forth the date of the meeting of members at which the plan was adopted, that a quorum was
present at the meeting, and that the plan received at least two-thirds of the votes entitled
to be cast by members present or represented by proxy at the meeting, or (ii) a statement
that the amendment was adopted by a consent in writing signed by all members entitled to vote
with respect thereto; and (3) If any merging or consolidating nonprofit...
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10A-4-5.03
Section 10A-4-5.03 Revocation of certificate of authority. The certificate of authority of
a foreign professional corporation may be revoked by the Secretary of State if the corporation
fails to comply with any provision of this chapter applicable to it. Each licensing authority
in Alabama shall certify to the Secretary of State, from time to time, the names of all foreign
professional corporations which have given cause for revocation as provided in this chapter,
together with the facts pertinent thereto. Whenever a licensing authority shall certify the
name of a foreign professional corporation to the Secretary of State as having given cause
for revocation, the licensing authority shall concurrently mail to the corporation at its
registered office in Alabama notice that the certification has been made. No certificate of
authority of a foreign professional corporation shall be revoked by the Secretary of State
unless he or she shall have given the corporation not less than 60 days'...
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10A-9A-10.08
Section 10A-9A-10.08 Filings required for merger; 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 each constituent organization has approved the plan of
merger, a statement of merger must be signed on behalf of: (1) each constituent limited partnership,
as provided in Section 10A-9A-2.03(a); and (2) each other constituent organization, as provided
by its governing statute. (b) A statement of merger under this section must include: (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 numbers or other designations 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...
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11-43C-21
Section 11-43C-21 Powers of council; dealings with officers and employees in administrative
service. All legislative powers of the city, including all powers vested in it by this chapter,
by the laws, general and local, of the state, and by the Code of Alabama 1975, as amended,
and the determination of all matters of legislative policy, shall be vested in the council.
Without limitation of the foregoing, the council shall have power to: (1) Appoint stenographic
and clerical employees deemed necessary for service to the council, subject to the provisions
of any merit system in effect at such time; (2) Upon recommendation of the mayor, establish
administrative departments and distribute the work of divisions; (3) Adopt the budget of the
city; (4) Authorize the issuance of bonds or warrants; (5) Inquire into the conduct of any
office, department or agency of the city and make investigations as to municipal affairs;
(6) Appoint the members of all boards except the Planning Commission and...
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22-21-357
Section 22-21-357 Definitions. As used in this division, the following terms shall have the
following respective meanings unless the context clearly indicates otherwise: (1) AUTHORITY.
Any public corporation now or hereafter organized or reincorporated, as the case may be, pursuant
to the provisions of the Health Care Authorities Act. (2) AUTHORIZING SUBDIVISION. Each county,
municipality, and educational institution with the governing body of which the application
for the incorporation of any authority under the Health Care Authorities Act or the reincorporation
of a public corporation under the Health Care Authorities Act was filed. (3) COUNTY. Any county
in the State of Alabama. (4) GOVERNING BODY. With respect to a county, its county commission
or other like governing body, and, with respect to a municipality, its city or town council,
board of commissioners or other like governing body, and, with respect to an educational institution,
its board of trustees, or other like governing...
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22-51-7
Section 22-51-7 Incorporation of public corporations - Certificate of incorporation - Amendments.
The certificate of incorporation may be amended, from time to time, to provide for any objective
that was not included in the original certificate of incorporation by proceeding as follows:
(1) The board of directors of the corporation, subject to the approval of the Alabama Department
of Mental Health, shall first adopt a resolution setting forth and approving the proposed
amendment. (2) The proposed amendment shall then be submitted to each governing body which
has appointed or is entitled to appoint a member of the said board as it is constituted at
the time of the adoption of the said resolution setting forth and approving the proposed amendment.
(3) If a governing body to which the proposed amendment is submitted shall find that the said
amendment is in the public interest, and prima facie proof that it is in the public interest
shall consist of proof that it has been approved by the...
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