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5-7A-20
Section 5-7A-20 Conversion of national bank, etc., into state bank - Procedure. Any bank organized
under the laws of the United States may, by the vote of the stockholders owning not less than
a majority of the capital stock of such bank with the approval of the superintendent and upon
the payment by it to the superintendent of a fee prescribed by the Banking Board under Section
5-5A-13, be converted into a state bank with any name approved by the superintendent. (Acts
1980, No. 80-658, ยง5-7-20.)...
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2-10-27
Section 2-10-27 Authority to acquire stock and execute mortgages. All cooperative agricultural
associations of any kind or character whatsoever, heretofore or hereafter organized under
the laws of the State of Alabama, are hereby authorized and empowered to purchase or otherwise
acquire and to hold stock in the New Orleans Bank for Cooperatives and in the Central Bank
for Cooperatives in accordance with the provisions of the Farm Credit Act of 1971, as heretofore
amended and as it may hereafter be amended by the Congress of the United States. All corporations,
heretofore or hereafter organized under the laws of the State of Alabama, which are eligible
to borrow from production credit associations, are hereby authorized and empowered to purchase
or otherwise acquire and to hold stock in production credit associations in accordance with
the provisions of the Farm Credit Act of 1971, as heretofore amended and as it may hereafter
be amended by the Congress of the United States....
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5-7A-63
Section 5-7A-63 Resulting bank as continuation of savings institution. Except insofar as the
superintendent requires the converting savings institution to terminate certain activities
and dispose of certain assets in order to meet the requirements applicable to state chartered
banks, upon the conversion of any savings institution into a state chartered bank, the corporate
existence of such savings institution shall not terminate, but such resulting bank shall be
deemed to be a continuation of the savings institution so converted, and all property of the
converted savings institution including its rights, titles and interests in and to all property
of whatsoever kind, character or description, whether real, personal or mixed, and things
in action and every right, privilege, interest and asset of any conceivable value or benefit,
and all obligations, liabilities, charges, liens, encumbrances, judgments, and claims then
existing or pertaining to it or which would inure to or against it,...
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27-27-45
Section 27-27-45 Merger and consolidations - Domestic stock insurers. (a) A domestic stock
insurer may merge or consolidate with one or more domestic or foreign stock insurers by complying
with the applicable provisions of the statutes of this state governing the merger or consolidation
of stock corporations formed for profit, but subject to subsections (b) and (c) of this section.
(b) No such merger or consolidation shall be effectuated unless in advance thereof the plan
and agreement therefor have been filed with the commissioner and approved in writing by him
after a hearing thereon. The commissioner shall give such approval within a reasonable time
after such filing unless he finds such plan or agreement: (1) Is contrary to law; (2) Inequitable
to the stockholders of any domestic insurer involved; or (3) Would substantially reduce the
security of, and service to be rendered to, policyholders of the domestic insurer in this
state or elsewhere. (c) No director, officer, agent, or...
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10A-2A-2.02
Section 10A-2A-2.02 Certificate of incorporation. Notwithstanding Section 10A-1-3.05: (a) The
certificate of incorporation must set forth: (1) a corporate name for the corporation that
satisfies the requirements of Article 5 of Chapter 1; (2) the number of shares of stock the
corporation is authorized to issue; (3) the street and mailing addresses of the corporation's
initial registered office, the county within this state in which the street and mailing address
is located, and the name of the corporation's initial registered agent at that office as required
by Article 5 of Chapter 1; and (4) the name and address of each incorporator. (b) The certificate
of incorporation may set forth: (1) the names and addresses of the individuals who are to
serve as the initial directors; (2) provisions not inconsistent with law regarding: (i) the
purpose or purposes for which the corporation is organized; (ii) managing the business and
regulating the affairs of the corporation; (iii) defining,...
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27-30-5
Section 27-30-5 Authorization to act as, or for, association - Requirements. No person shall
hereafter be authorized or hold authority to transact business in this state as a mutual aid
association unless it is otherwise in compliance with this chapter and meets the following
requirements: (1) Must be a corporation heretofore or hereafter lawfully formed under the
laws of the State of Alabama; (2) If a stock corporation, and except as provided in Section
27-30-6, must have and maintain unimpaired paid-in capital stock of not less than $50,000.00
and, if newly organized, must have, in addition when first so authorized, a paid-in surplus
of not less than $75,000.00; (3) If a mutual corporation, and except as provided in Section
27-30-6, must have applications for benefits and paid-in fees, dues, assessments, or contributions,
if required under Section 27-30-27, and must thereafter have and maintain unimpaired surplus
funds, representing the excess of its admitted assets over all its...
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10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation
that is a constituent organization or the acquired entity in a stock exchange, the plan of
merger or stock exchange shall be adopted in the following manner: (a) The plan of merger
or stock exchange shall first be adopted by the board of directors. (b) Except as provided
in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock
exchange shall then be approved by the stockholders. In submitting the plan of merger or stock
exchange to the stockholders for approval, the board of directors shall recommend that the
stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2),
that the stockholders tender their stock to the offeror in response to the offer, 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...
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27-3-8
Section 27-3-8 Authority to transact insurance - Kind or combinations of kinds - Special surplus.
(a) In addition to the minimum paid-in capital stock (stock insurers) or minimum surplus (mutual
and reciprocal insurers) required by Section 27-3-7, special surplus shall be possessed by
insurers hereafter applying for original certificates of authority in this state as follows:
(1) All stock insurers and foreign mutual and foreign reciprocal insurers which have actively
transacted insurance in their states or countries of domicile as an authorized insurer for
less than five years and which do not meet the requirements of paragraphs (2) a or (2) b of
Section 27-3-4, when first authorized to transact insurance in this state shall have a surplus
or additional surplus equal to 150 percent of the paid-up capital stock, if a stock insurer,
or surplus, if a foreign mutual or foreign reciprocal insurer, otherwise required under Section
27-3-7 for the kinds of insurance to be transacted; and (2)...
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10A-2-7.02
Section 10A-2-7.02 Special meeting. 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 shall hold
a special meeting of shareholders: (1) On call of its board of directors or the person or
persons authorized to do so by the articles of incorporation or bylaws; or (2) If the holders
of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered
at the proposed special meeting sign, date, and deliver to the corporation's president or
secretary one or more written demands for the meeting describing the purpose or purposes for
which it is to be held, who shall, within 21 days of the receipt of demand, cause notice to
be given of the meeting to be held within the minimum time following the notice prescribed
by Section 10A-2-7.05(a); or (3) On call of the holders of at least 10 percent of the votes
entitled to be cast at the proposed special meeting who signed a demand...
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10A-2-8.08
Section 10A-2-8.08 Removal of directors by shareholders. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
The shareholders may remove one or more directors with or without cause unless the articles
of incorporation provide that directors may be removed only for cause. (b) If a director is
elected by a voting group of shareholders, only the shareholders of that voting group may
participate in the vote to remove him or her. (c) If cumulative voting is authorized, a director
may not be removed if the number of votes sufficient to elect him or her under cumulative
voting is voted against his or her removal. If cumulative voting is not authorized, a director
may be removed only if the number of votes cast to remove him or her exceeds the number of
votes cast not to remove him or her. (d) A director may be removed by the shareholders only
at a meeting called for the purpose of removing him or her and the meeting...
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