11-61A-5
Section 11-61A-5 Attachments to certificate. (a) 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 acknowledgments to deeds. (b) The certificate shall have each of
the following attached: (1) A certified copy of the resolution required in Section 11-61A-3.
(2) A certificate by the Secretary of State that the name proposed for the authority is not
identical to that of any other corporation organized under the laws of the state or so nearly
similar as to lead to confusion and uncertainty. (c) The incorporators shall file the certificate
of incorporation of the authority, together with the attachments in the office of the judge
of probate of the county in which the principal office of the authority is located. The judge
of probate shall immediately receive and record the certificate and attachments. (d) When
the certificate of incorporation and attachments have been filed,...
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11-65-6
Section 11-65-6 Incorporation of commission. The five persons initially designated as members
of a commission shall become a corporation with the power and authority provided in this chapter
by proceeding according to the provisions of this chapter. To become a corporation, the persons
so designated shall present to the Secretary of State an application signed by them which
shall contain the following: (1) A statement that the applicants propose to incorporate a
commission pursuant to this chapter; (2) The name and principal residence of each of the applicants;
(3) The date on which each applicant who is not an ex officio member was appointed as a member
and the expiration date of the term for which he was appointed; (4) The term of office for
each applicant who is an ex officio member; (5) The name of the proposed corporation, which
shall be "The _____ [name of the sponsoring municipality] Racing Commission"; (6)
The location of the principal office of the proposed corporation, which...
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11-50-392
Section 11-50-392 Contents, acknowledgment, filing, and recordation of certificate of incorporation;
procedure for amendment thereof; dissolution of district and disposition of systems, etc.,
upon payment of indebtedness of district in full. (a) The certificate of incorporation of
any gas district incorporated under this article shall state: (1) The name of the corporation,
which shall be a name indicating in a general way the area or municipalities proposed to be
served by the district (e.g., "The South Alabama Gas District" or "The _____
County Gas District" or "The _____, _____, and _____ (naming the municipalities
which are members thereof) Gas District"); (2) The names of all the municipalities which
are to be members of the district; (3) The location of the principal office of the district
and its post office address; (4) The period for the duration of the corporation (if the duration
is to be perpetual, this fact should be stated); and (5) The objects for which the district
is...
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10A-20-7.02
Section 10A-20-7.02 Incorporation. (a) Five or more financial institutions or persons, a majority
of whom shall be residents of this state, who may desire to create an industrial development
corporation under the provisions of this article for the purpose of promoting, developing,
and advancing the prosperity and economic welfare of the state and, to that end, to exercise
the powers and privileges provided in this article may be incorporated by delivering to the
Secretary of State for filing a certificate of formation. The filing of the certificate shall
be accompanied by a filing fee in the amount prescribed to be paid to the Secretary of State
under Section 10A-1-4.31 in connection with the filing of a certificate of formation. The
certificate of formation shall contain: (1) The name of the corporation which shall include
the words "industrial development corporation of Alabama." (2) The location of the
principal office of the corporation, but the corporation may have offices in...
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11-97-10
such corporation; provided, that any corporation may enter into contracts with the holders
of any of its bonds preventing such corporation from thereafter issuing general obligation
bonds or limiting the amount of such bonds that may thereafter be issued. To the extent permitted
by any contracts with the holders of outstanding bonds and any other contractual obligations
or requirements, any corporation may pledge any of its revenues or mortgage or assign any
of its assets, whether real or personal and whether tangible or intangible, to secure
the payment of any of its bonds. (b) As security for payment of the principal of and the interest
and premium, if any, on any bonds issued or assumed by it, any corporation may enter into
a contract or contracts, and adopt resolutions or other proceedings containing provisions
constituting a part of the contract or contracts with the holders of such bonds, pertaining
to, among other things, the following matters: (1) Pledging all or any part of...
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11-62-8
any authority may enter into contracts with the holders of any of its bonds or notes preventing
such authority from thereafter issuing general obligation bonds or notes or limiting the amount
of such bonds or notes that may thereafter be issued. To the extent permitted by any contracts
with the holders of outstanding bonds and notes and any other contractual obligations or requirements,
any authority may pledge any of its revenues or mortgage or assign any of its assets, whether
real or personal and whether tangible or intangible, to secure the payment of any of
its bonds or notes. (d) All obligations created or assumed by any authority and all bonds
or notes issued thereby shall be solely and exclusively an obligation of such authority and
shall not create an obligation or debt of the state, the determining municipality or any other
political subdivision of the state or public corporation or governmental agency existing under
the laws thereof; provided, that the provisions of this...
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10A-1-1.03
limited liability company or association, a member; and (D) with respect to another foreign
or domestic entity, an owner of an equity interest in that entity. (69) OWNERSHIP INTEREST.
An owner's interest in an entity. The term includes the owner's share of profits and losses
or similar items and the right to receive distributions. The term does not include an owner's
right to participate in management or participate in the direction or oversight of the entity.
An ownership interest is personal property. (70) PARENT or PARENT ENTITY. An entity
that: (A) owns at least 50 percent of the ownership or membership interest of a subsidiary;
or (B) possesses at least 50 percent of the voting power of the owners or members of a subsidiary.
(71) PARTNER. A limited partner or general partner. (72) PARTNERSHIP. Includes a general partnership,
a limited liability partnership, a foreign limited liability partnership, a limited partnership,
a foreign limited partnership, a limited liability...
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10A-1-8.01
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding
any provision in the governing documents of the converting corporation providing for less
than unanimous stockholder approval for the conversion. b. The terms and conditions of a plan
of conversion of a nonprofit corporation must be approved by all the nonprofit corporation's
members entitled to vote thereon, if it is a nonprofit corporation with members with voting
rights, or as otherwise provided in the nonprofit...
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10A-1-8.02
the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the governing
documents of the corporation provide for approval of a merger by less than all of the corporation's
stockholders, approval of the merger shall constitute corporate action subject to appraisal
rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation into
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the corporation that is a party to the merger
providing for less than unanimous stockholder approval for the conversion. b. In the case
of a nonprofit corporation that is a party to the merger, a plan of merger must be approved
by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit
corporation with members with voting rights, or as otherwise provided...
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27-60-2
committees as its bylaws may provide for the carrying out of its functions. 4. Corporate records
of the commission. The commission shall maintain its corporate books and records in accordance
with the bylaws. 5. Qualified immunity, defense, and indemnification. a. The members, officers,
executive director, employees, and representatives of the commission shall be immune from
suit and liability, either personally or in their official capacity, for any claim for damage
to or loss of property or personal injury or other civil liability caused by
or arising out of any actual or alleged act, error, or omission that occurred, or that the
person against whom the claim is made had a reasonable basis for believing occurred within
the scope of commission employment, duties, or responsibilities. Nothing in this paragraph
shall be construed to protect any such person from suit or liability, or both, for any damage,
loss, injury, or liability caused by the intentional or willful and wanton...
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