37-6-10
Section 37-6-10 Board of trustees. The business and affairs of a cooperative shall be managed
by a board of not less than five trustees, each of whom shall be a member of the cooperative
or of another cooperative which shall be a member thereof, or a person designated by the governing
body or board of directors of a municipality or other corporation, respectively, which is
a member thereof. The bylaws shall prescribe the number of trustees, their qualifications,
other than those provided for in this chapter, the manner of holding meetings of the board
of trustees, and of the election of successors to trustees who shall resign, die or otherwise
be incapable of acting. The bylaws may also provide for the removal of trustees from office
and for the election of their successors. The bylaws may establish a procedure for nominating
candidates for the board of trustees and if the bylaws contain such a procedure, they may
prohibit nominations from the floor on the day of an annual, district,...
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5-17-22
Section 5-17-22 Merger and conversion procedures. Any credit union, with the approval of the
Administrator of the Alabama Credit Union Administration, may merge with another credit union,
under the existing certificate of organization of the other credit union, pursuant to any
plan agreed upon by the majority of each board of directors of each credit union joining in
the merger. In addition to approval by the administrator and each board of directors, the
membership of the merging credit union must also approve the merger plan in the following
manner: (1) At a meeting called for that purpose, notice of which purpose must be contained
in the call, two-thirds of those voting may vote to approve the merger plan. Voting must be
conducted in accordance with the bylaws of the credit union. The notice must be provided to
the members at least 45 calendar days, but no more than 90 calendar days, prior to the date
of the meeting. (2) After agreement by the directors and approval by the members...
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8-6-11
Section 8-6-11 Registration of securities - Exempt transactions. (a) Except as hereinafter
in this section expressly provided, Sections 8-6-3 through 8-6-9 shall not apply to any of
the following transactions: (1) Any isolated nonissuer transaction, whether effected through
a dealer or not; (2) Any nonissuer transaction in an outstanding security by a registered
dealer if: a. The issuer has a class of securities subject to registration under Section 12
of the Securities Exchange Act of 1934 and has been subject to the reporting requirements
of Sections 13 or 15(d) of the Securities Exchange Act of 1934 for not less than 180 days
before the transaction; or has filed and maintained with the commission for not less than
180 days before the transaction information, in such form as the commission, by rule, specifies,
substantially comparable to the information which the issuer would be required to file under
Section 12(b) or Section 12(g) of the Securities Exchange Act of 1934, or the...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires,
the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under
common control with another person. An affiliate of an individual includes the spouse, or
a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or
spouse of any thereof, of the individual, or an individual having the same home as the individual,
or a trust or estate of which an individual specified in this sentence is a substantial beneficiary;
a trust, estate, incompetent, conservatee, protected person, or minor of which the individual
is a fiduciary; or an entity of which the individual is director, general partner, agent,
employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When
used to indicate a relationship with: (A) a domestic or foreign entity for which the person
is: (i) an officer or governing person; or (ii) a beneficial...
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27-29-3
Section 27-29-3 Acquisition of control of, or merger with, domestic insurers. (a)(1) No person
other than the issuer shall make a tender offer for or a request or invitation for tenders
of, or enter into any agreement to exchange securities for, seek to acquire, or acquire in
the open market any voting security of a domestic insurer if, after the consummation thereof,
such person would, directly or indirectly, or by conversion or by exercise of any right to
acquire, be in control of such insurer, and no person shall enter into an agreement to merge
with or otherwise to acquire control of a domestic insurer, or any person controlling a domestic
insurer unless, at the time any such offer, request, or invitation is made or any such agreement
is entered into, or prior to the acquisition of such securities if no offer or agreement is
involved such person has filed with the commissioner and has sent to such insurer a statement
containing the information required by this section and such...
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45-37-123.01
Section 45-37-123.01 Definitions. For the purposes of this part, the following terms shall
have the following meanings: (1) ACT. The act adding this part, to be called the General Retirement
System for Employees of Jefferson County Act. (2) ACTIVE MEMBER. An individual who currently
is employed by the county or other entities set forth in subdivision (20) and is making employee
contributions to the system. (3) ACTUARIAL EQUIVALENT. Effective July 30, 1984, or such other
dates as set forth in Exhibit A, which is maintained in the office of the pension board, a
form of benefit differing in time, period, or manner of payment from a specific benefit provided
under the plan but having the same value when computed using the mortality tables, the interest
rate, and any other assumptions last adopted by the pension board, which assumptions shall
clearly preclude any discretion in the determination of the amount of a member's benefit.
(4) ACTUARIAL GAIN. As defined in Section...
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5-7A-22
Section 5-7A-22 Conversion of national bank, etc., into state bank - Powers and duties of bank,
stockholders, officers, etc., upon issuance of certificate. (a) When the superintendent has
given to such bank a certificate that the provisions of this article have been complied with,
such bank and all its stockholders, officers and employees shall have the same powers and
privileges and shall be subject to the same duties, liabilities and regulations, in all respects,
as shall have been prescribed for banks originally organized as banking corporations under
the laws of Alabama. (b) At the time when such conversion of the national bank into a state
bank, under the charter of the latter, becomes effective, all the property of the national
bank, including all its rights, title and interest in and to all property of whatsoever kind,
whether real, personal or mixed, and things in action, and every right, privilege, interest
and asset of any conceivable value or benefit then existing, belonging...
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37-6-19
Section 37-6-19 Filing of articles. Articles of incorporation, amendment, consolidation, merger,
conversion or dissolution, as the case may be, when executed and acknowledged and accompanied
by such affidavits as may be required by applicable provisions of this chapter, shall be presented
to the Secretary of State for filing in the records of his office. If the Secretary of State
shall find that the articles presented conform to the requirements of this chapter, he shall,
upon the payment of the fees, file the articles so presented in the records of his office,
and, upon such filing, the incorporation, amendment, consolidation, merger, conversion or
dissolution provided for therein shall be in effect. The Secretary of State immediately upon
the filing in his office of any articles pursuant to this chapter shall transmit a certified
copy thereof to the probate judge of the county in which the principal office of each cooperative
or corporation affected by such incorporation, amendment,...
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5-7A-21
Section 5-7A-21 Conversion of national bank, etc., into state bank - Execution of articles
of incorporation and organization certificate; powers of directors, etc. In case of such conversion,
the articles of incorporation and organization certificates may be executed by a majority
of the directors of the bank and the certificate shall declare that the owners of a majority
of the capital stock have authorized the directors to make such certificate and to exchange
or convert the national bank into a state bank. A majority of the directors, after executing
the articles of incorporation and the organization certificate, shall have power to execute
all other papers and to do whatever may be required to make its organization perfect and complete
as a state bank. The shares of any such bank may continue to be for the same amount each as
they were before they were converted, and the directors may continue to be directors of the
state bank until others are elected or appointed in accordance...
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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, §5-7-20.)...
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