10A-2A-7.23
Section 10A-2A-7.23 Stock held by intermediaries and nominees. (a) A corporation's board of
directors may establish a procedure under which a person on whose behalf stock is registered
in the name of an intermediary or nominee may elect to be treated by the corporation as the
record stockholder by filing with the corporation a beneficial ownership certificate. The
terms, conditions, and limitations of this treatment shall be specified in the procedure.
To the extent that person is treated under those procedures as having rights or privileges
that the record stockholder otherwise would have, the record stockholder shall not have those
rights or privileges. (b) The procedure must specify: (1) the types of intermediaries or nominees
to which it applies; (2) the rights or privileges that the corporation recognizes in a person
with respect to whom a beneficial ownership certificate is filed; (3) the manner in which
the procedure is selected which must include that the beneficial ownership...
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11-54A-5
Section 11-54A-5 Procedure to incorporate; contents and execution of certificate of incorporation.
Within 40 days following the adoption of the authorizing resolution, the applicants shall
proceed to incorporate the authority by filing for record in the office of the judge of probate
of the county wherein the city is located a certificate of incorporation which shall comply
in form and substance with the requirements of this section and which shall be in the form
and executed in the manner herein provided. The certificate of incorporation of the authority
shall state all of the following: (1) The names of the persons forming the authority, and
that each of them is a duly qualified elector of the city. (2) The name of the authority,
which shall include the name of the city in its title as follows: The ___ Redevelopment Authority.
(3) The period for the duration of the authority (if the duration is to be perpetual, subject
to the provisions of Section 11-54A-20 hereof, that fact...
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11-88-5
Section 11-88-5 Authorization and procedure for amendment of certificate of incorporation.
(a) The certificate of incorporation of any authority incorporated under the provisions of
this article 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 authority shall first adopt a resolution proposing
an amendment to the certificate of incorporation which shall be set forth in full in the resolution
and which amendment may include: a. A change in the name of the authority; b. The addition
to the service area of the authority of new territory lying within the determining county;
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 authority and which the authority
is authorized by this article to operate; d. Any matters which might have been included in
the original certificate of incorporation; e. Provisions for the addition...
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16-17-4
Section 16-17-4 Amendments to certificate of incorporation. (a) The certificate of incorporation
of any authority 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) The board of directors
of the authority shall first adopt a resolution proposing an amendment to the certificate
of incorporation, which amendment shall be set forth in full in the said resolution and may
include any matters which might have been included in the original certificate of incorporation
or which could be included in the certificate of incorporation of an authority organized on
the date of the adoption of the said resolution proposing the amendment. (c) After the adoption
by the board of a resolution proposing an amendment to the certificate of incorporation of
the authority, the board shall file a written application with the governing body of the determining
municipality. Such application shall: (1) State that it is...
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16-18-4
Section 16-18-4 Amendments to certificate of incorporation. (a) The certificate of incorporation
of any authority 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) The board of directors
of the authority shall first adopt a resolution proposing an amendment to the certificate
of incorporation, which amendment shall be set forth in full in the said resolution and may
include any matters which might have been included in the original certificate of incorporation
or which could be included in the certificate of incorporation of an authority organized on
the date of the adoption of the said resolution proposing the amendment. (c) After the adoption
by the board of a resolution proposing an amendment to the certificate of incorporation of
the authority, the board shall file a written application with the governing body of the determining
municipality. Such application shall: (1) State that it is...
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45-23A-91.04
Section 45-23A-91.04 Procedure to incorporate; contents and execution of certificate of incorporation.
(a) Within 40 days following the adoption of the authorizing resolution the applicants shall
proceed to incorporate the authority by filing for record in the office of the Judge of Probate
of Dale County a certificate of incorporation which shall comply in form and substance with
this section and which shall be in the form and executed in the manner herein provided. (b)
The certificate of incorporation of the authority shall state all of the following: (1) The
names of the persons forming the authority, and that each of them is a duly qualified elector
of the city. (2) The name of the authority, which shall be the "Ozark Downtown Redevelopment
Authority." (3) The period for the duration of the authority (if the duration is to be
perpetual, subject to Section 45-23A-91.19, that fact shall be stated). (4) The name of the
city together with the date on which the governing body thereof...
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45-41A-10.04
Section 45-41A-10.04 Incorporation procedures; contents and execution of certificate. (a) Within
40 days following the adoption of the authorizing resolution, the applicants shall proceed
to incorporate the authority by filing for record in the office of the Judge of Probate of
Lee County a certificate of incorporation which shall comply in form and substance with the
requirements of this section and which shall be in the form and executed in the manner herein
provided. (b) The certificate of incorporation of the authority shall state all of the following:
(1) The names of the persons forming the authority, and that each of them is a duly qualified
elector of the city. (2) The name of the authority which shall be the Auburn Downtown Redevelopment
Authority. (3) The period for the duration of the authority, if the duration is to be perpetual,
subject to Section 45-41A-10.19 that fact shall be stated. (4) The name of the city together
with the date on which the governing body thereof...
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45-41A-40.04
Section 45-41A-40.04 Incorporation procedures; contents and execution of certificate. (a) Within
40 days following the adoption of the authorizing resolution the applicants shall proceed
to incorporate the authority by filing for record in the office of the Judge of Probate of
Lee County a certificate of incorporation which shall comply in form and substance with the
requirements of this section and which shall be in the form and executed in the manner herein
provided. (b) The certificate of incorporation of the authority shall state all of the following:
(1) The names of the persons forming the authority, and that each of them is a duly qualified
elector of the city. (2) The name of the authority, which shall be the Opelika Downtown Redevelopment
Authority. (3) The period for the duration of the authority (if the duration is to be perpetual,
subject to Section 45-41A-40.19, that fact shall be stated). (4) The name of the city together
with the date on which the governing body thereof...
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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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10A-5-3.03
Section 10A-5-3.03 Agency power of members and managers; duties. REPEALED IN THE 2014 REGULAR
SESSION BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as provided in subsection (b),
every member is an agent of the limited liability company for the purpose of its business
or affairs, and the act of any member, including, but not limited to, the execution in the
name of the limited liability company of any instrument, for apparently carrying on in the
usual way the business or affairs of the limited liability company binds the limited liability
company, unless the member so acting has, in fact, no authority to act for the limited liability
company in the particular matter and the person with whom the member is dealing has knowledge
of the fact that the member has no such authority. (b) If the certificate of formation provides
that management of the limited liability company is vested in a manager or managers, both
of the following conditions apply: (1) No member, acting solely in...
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