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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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5-17-2
Section 5-17-2 Procedure for organization and incorporation. (a) For the purposes of this chapter,
both a natural person credit union and a corporate credit union are considered a credit union
unless otherwise indicated. (b) The following may apply to the Administrator of the Alabama
Credit Union Administration for permission to organize a credit union: (1) For a natural person
credit union, any seven residents of the state. (2) For a corporate credit union, any seven
or more individuals each representing different natural person credit unions. (c) A credit
union is organized in the following manner: The applicants shall execute in duplicate a certificate
of organization by the terms of which they agree to be bound. The certificate shall state:
(1) the name and location of the proposed credit union, (2) the names and addresses of the
subscribers to the certificate and the number of shares subscribed by each, and (3) the par
value of the shares of the credit union. They shall next...
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10A-2A-9.12
Section 10A-2A-9.12 Action on a plan of conversion. In the case of a conversion of a corporation
the plan of conversion shall be adopted in the following manner: (a) The plan of conversion
shall first be adopted by the board of directors. (b) The plan of conversion shall then be
approved by the stockholders. In submitting the plan of conversion to the stockholders for
their approval, the board of directors must recommend that the stockholders approve the plan,
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 10A-2A-8.26
applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders
of the basis for its so proceeding. (c) The board of directors may set conditions for approval
of the plan of conversion by the stockholders or the effectiveness of the plan of conversion.
(d) If the approval of the stockholders is to be given at a...
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16-17A-4
Section 16-17A-4 Articles of incorporation - Requirements. (a) In addition to any other matters
relating to the authority that the sponsoring university may choose to insert and that are
not inconsistent with state law, the articles of incorporation of an authority shall include
the following provisions: (1) The name of the authority, which shall include the word Authority
and shall include words identifying the sponsoring university. (2) The name of the sponsoring
university and the date on which the governing body of the sponsoring university adopted a
resolution authorizing the organization of the authority. (3) The name and address of the
registered agent of the authority. (4) A statement that the authority is organized pursuant
to the provisions of this chapter. (5) A statement that the authority shall exercise all powers
provided by law, unless the exercise by the authority of any of its powers hereunder is limited
in any way, in which case a statement of such limitations on the...
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41-10-141
Section 41-10-141 Powers and duties of authority generally. An authority shall have the following
powers, together with all powers incidental thereto or necessary to the discharge thereof
in corporate form: (1) To have succession by its corporate name for the duration of time (which
may be in perpetuity) specified in its certificate of incorporation; (2) To maintain civil
actions and have civil actions maintained against it in its corporate name, except as otherwise
provided in this article, and to defend civil actions against it; (3) To adopt and make use
of a corporate seal and to alter the same at pleasure; (4) To amend its certificate of incorporation
by filing in the office of the Secretary of State a certificate signed by all of the directors
of the authority setting forth the details of the amendment, such certificate to be acknowledged
in the same manner as the certificate of incorporation; (5) To adopt and alter bylaws for
the regulation and conduct of its affairs and...
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27-21A-2
Section 27-21A-2 Establishment of health maintenance organizations. (a) Notwithstanding any
law of this state to the contrary, any person may apply to the commissioner for and obtain
a certificate of authority to establish and operate a health maintenance organization in compliance
with this chapter. No person shall establish or operate a health maintenance organization
in this state without obtaining a certificate of authority under this chapter. A foreign corporation
may qualify under this chapter, subject to its registration to do business in this state as
a foreign corporation under the provisions of Sections 10-2A-220, et seq. (b) Health maintenance
organizations licensed as of May 29, 1986, shall be issued a certificate of authority in accordance
with Section 27-21A-29. (c) Each application for a certificate of authority shall be verified
by an officer or authorized representative of the applicant, shall be in a form prescribed
by the commissioner, and shall set forth or be...
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11-62-1
Section 11-62-1 Definitions. (a) The following words and phrases used in this chapter, and
others evidently intended as the equivalent thereof, shall, in the absence of clear implication
herein otherwise, be given the following respective interpretations herein: (1) AUTHORITY.
Any public corporation organized pursuant to this chapter. (2) AUTHORIZED PURPOSE OBLIGATION.
The term includes either of the following: a. Any lease, note, installment sale contract,
or any other obligation of a user, whether general or special, which was entered into, made,
assumed, or otherwise incurred by the user, in whole or in part, for the purpose of financing
the acquisition or ownership of one or more facilities, for the purpose of obtaining funds
with which to operate one or more facilities or for any combination of those purposes. b.
Any obligation of any kind which was entered into, made, assumed, or otherwise incurred by
the United States of America or any department, agency, or instrumentality...
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11-50-314
Section 11-50-314 Powers of corporation generally; provisions in mortgages, deeds of trust,
or pledge agreements executed by corporation as to rights of parties thereto, etc. (a) Each
corporation formed or the certificate of incorporation of which is amended under this article
shall have the following powers together with all powers incidental thereto or necessary to
the discharge thereof in corporate form: (1) To have succession by its corporate name for
the duration of time (which may be in perpetuity) specified in its certificate of incorporation
or until dissolved as provided in this article; (2) To sue and be sued and to defend civil
actions against it; (3) To make use of a corporate seal and to alter the same at pleasure;
(4) To acquire, purchase, construct, operate, maintain, enlarge, extend, and improve any system
or systems, the operation of which is provided for in the certificate of incorporation of
such corporation or in any amendment thereto (whether or not such system or...
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8-6-2
Section 8-6-2 Definitions. When used in this article, unless the context otherwise requires,
the following terms shall have the meanings respectively ascribed to them by this section:
(1) COMMISSION or SECURITIES COMMISSION. The securities commission. (2) AGENT. Any individual
other than a dealer who represents a dealer or issuer in effecting or attempting to effect
sales of securities, but such term does not include an individual who represents an issuer
in: a. Effecting a transaction in a security exempted by subdivisions (1), (2), (3), (4),
(9) or (10) of Section 8-6-10; b. Effecting transactions exempted by Section 8-6-11; or c.
Effecting transactions with existing employees, partners, or directors of the issuer if no
commission or other remuneration is paid or given directly or indirectly for soliciting any
person in this state. A partner, officer, or director of a dealer or issuer is an agent if
he otherwise comes within this definition. (3) DEALER. Any person engaged in the...
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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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