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10A-20-11.01
Section 10A-20-11.01 Alteration, amendment, or extension of charter by incorporated medical,
dental, pharmaceutical, etc., association. (a) Any incorporated medical association of the
State of Alabama, Alabama Dental Association, Alabama Pharmaceutical Association, or other
corporations organized similarly to the corporation or of a similar kind may alter, amend,
or extend its charter, or may do any two or all of these, in the manner following: (1) A written
resolution setting out the name of the corporation and embodying the proposed alterations,
amendments, or extensions shall be submitted to a lawful annual meeting of the corporation
or other lawful meeting of the corporation and adopted by a two-thirds vote of those present
at the meeting and lawfully entitled to vote on business matters coming before the meeting;
(2) The president, or some other executive officer of the corporation, and the secretary thereof
shall prepare, sign, and acknowledge as conveyances are acknowledged and...
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10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
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10A-10-1.15
Section 10A-10-1.15 Merger. (a) For purposes of this section, the following words shall have
the respective meanings ascribed to them: (1) ALABAMA REAL ESTATE INVESTMENT TRUST. A real
estate investment trust organized in compliance with the provisions of this chapter. (2) BUSINESS
TRUST. a. An entity described in Section 10A-16-1.01. b. An unincorporated trust or association,
including an Alabama real estate investment trust, a common-law trust, or a Massachusetts
trust, which is engaged in business and in which property is acquired, held, managed, administered,
controlled, invested, or disposed of for the benefit and profit of any person who may become
a holder of a transferable unit of beneficial interest in the trust. (3) DOMESTIC LIMITED
LIABILITY COMPANY. A limited liability company as defined under the Alabama Limited Liability
Company Law. (4) DOMESTIC LIMITED PARTNERSHIP. A limited partnership as defined under the
Alabama Limited Partnership Law. (5) FOREIGN BUSINESS TRUST. A...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-10-1.15.htm - 10K - Match Info - Similar pages
10A-20-12.01
Section 10A-20-12.01 Alteration or amendment of charter by corporations not of business character;
filing and contents of declarations; issuance of certificate; provisions cumulative. (a) Unless
otherwise provided, any corporation, not of a business character, may alter or amend its charter
whenever not less than three-fourths in number of its members, in case of corporations having
no central or general governing body, or where the corporations have a central or general
governing body, then whenever not less than three-fourths of the first four principal officers
of the central or general governing body, shall deliver to the Secretary of State for filing,
together with a filing fee in the amount prescribed in Chapter 1 for an amendment to a certificate
of formation, a declaration in writing signed by them setting forth: (1) When the corporation
was organized, its name and what changes, if any, it is desired to make in the name; (2) The
purposes of the corporation as the same are set...
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10-1-3
Section 10-1-3 Alteration or amendment of charter by corporations not of business character;
filing and contents of declarations; issuance of certificate; provisions cumulative. (a) Unless
otherwise provided, any corporation, not of a business character, may alter or amend its charter
whenever not less than three fourths in number of its members, in case of corporations having
no central or general governing body, or where such corporations have a central or general
governing body, then whenever not less than three fourths of the first four principal officers
of such central or general governing body, shall file in the office of the judge of probate
of the county wherein the original declaration of incorporation was filed or in cases where
the charter was granted by an act of the Legislature, prior to the adoption of the Constitution
in 1901, in the Office of the Secretary of State, a declaration in writing signed by them
setting forth: (1) When such corporation was organized, its name...
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10A-20-5.01
Section 10A-20-5.01 Amendment of charter; fees for filing same; certified copy thereof. (a)
Any educational institution heretofore incorporated under special act of the Legislature or
under the general laws of the state may amend its charter as follows: (1) The trustees of
the corporation must adopt a resolution embracing the desired amendment of the charter, which
must be spread upon the minutes of the trustees; (2) If the trustees are not self-perpetuating,
but are appointed or elected by any persons or organization other than the trustees themselves,
a resolution embracing the desired amendments to the charter shall be submitted to the persons
or organization having the power to elect or appoint the trustees, and the resolution shall
be approved by the persons or organization having the power to elect or appoint the trustees;
(3) The resolution must then be submitted to the Governor, together with the approval of the
persons or organization having the power to appoint or elect the...
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10A-2A-18.01
Section 10A-2A-18.01 Application to existing corporations. (a) Before January 1, 2021, this
chapter governs only: (1) a corporation incorporated on or after January 1, 2020; and (2)
a corporation incorporated before January 1, 2020, which elects, by amending or restating
that corporation's certificate of incorporation, to be governed by this chapter. (b) On and
after January 1, 2021, this chapter governs all existing corporations incorporated under:
(1) any general or special law of this state providing for the incorporation of corporations
for a purpose or purposes for which a corporation might be incorporated under this chapter,
where the power has been reserved to amend, repeal, or modify the law under which the corporation
was incorporated; and (2) any predecessor statute hereto. (c) For purposes of applying this
chapter to a corporation incorporated before January 1, 2020: (1) the corporation's incorporation
document, whether a certificate of incorporation, certificate of...
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10A-1-3.12
Section 10A-1-3.12 Procedures to amend certificate of formation. (a) The procedure to adopt
an amendment to the certificate of formation is as provided by the chapter of this title which
applies to the entity, provided that unless the governing documents of the entity or the chapter
of this title which applies to the entity provide otherwise, the governing authorities of
the entity shall have the power, without owner or member action, to adopt one or more amendments
to the entity's certificate of formation: (1) to delete the name and address of organizers
or persons listed in the original certificate of formation as initial governing persons, other
than the name and address of each general partner of a limited partnership; (2) to delete
the name and address of the initial registered agent or registered office, if a statement
of change is on file with the Secretary of State; (3) to change the entity name by adding,
deleting, or changing a geographical attribution in the name, or by...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-3.12.htm - 2K - Match Info - Similar pages
11-89-5
Section 11-89-5 Authorization and procedure for amendment of certificate of incorporation.
(a) The certificate of incorporation of any district incorporated under the provisions of
this chapter may at any time and from time to time be amended in the manner provided in this
section. (b)(1) The board of directors of the district shall first adopt a resolution proposing
an amendment to the certificate of incorporation which shall be set forth in full in the said
resolution and which amendment may include: a. A change in the name of the district; b. The
addition to the service area of the district of new territory lying within any municipality
or, in the case of territory not lying within any municipality, any county in which the district's
then existing service area lies; c. Provisions for the operation of a system or facility the
operation of which is not then provided for in the certificate of incorporation of the district
and which the district is authorized by this chapter to operate;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-89-5.htm - 8K - Match Info - Similar pages
5-7A-62
Section 5-7A-62 Application to convert charter; written plan of conversion; authorizing resolution;
submission to superintendent; fee; tentative approval; vote of stockholders or members; directors;
articles of incorporation and bylaws; statement of superintendent's objections; amendment;
appeal of disapproval; application to FDIC; final approval and permit. Any savings institution
may apply to the superintendent for permission to convert its charter in order to do business
as a state chartered bank in accordance with the following procedures: (1) The board of directors
shall approve a written plan of conversion, the application for conversion and shall adopt
an authorizing resolution, all by a vote of a majority of all the directors. The plan of conversion
shall include a statement of: a. The proposed organization and management structure of the
resulting bank if the application were approved, and the proposed name under which it would
do business as a bank; b. The method and time...
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