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10A-2A-10.03
Section 10A-2A-10.03 Amendment by board of directors and stockholders. If a corporation has
issued stock, an amendment to the certificate of incorporation shall be adopted in the following
manner: (a) The proposed amendment shall first be adopted by the board of directors. (b) Except
as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment shall
then be approved by the stockholders. In submitting the proposed amendment to the stockholders
for approval, the board of directors shall recommend that the stockholders approve the amendment,
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 must inform the stockholders
of the basis for its so proceeding. (c) The board of directors may set conditions for the
approval of the amendment by the stockholders or the...
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16-22-14
Section 16-22-14 Personnel records of education employees. (a) Definitions. When used in this
section, the following words shall have the following meanings: (1) EMPLOYEE. Any person employed
by a school board. (2) EXECUTIVE OFFICER. The superintendent of any public county or city
school system; the President of the Alabama Institute for Deaf and Blind; the president of
any two-year school or college under the auspices of the State Board of Education; the Superintendent
of the Department of Youth Services School District; the Executive Director of the Alabama
School of Fine Arts; and the Executive Director of the Alabama High School of Mathematics
and Science. (3) LOCAL EDUCATION AGENCY PERSONNEL SYSTEM (LEAPS). The data base established
and maintained by the Alabama Department of Education for record keeping of all data related
to certificated and non-certificated personnel at each board of education. (4) PERSONNEL AND
ENROLLMENT REPORTING SYSTEM (PERS). The data base established and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-22-14.htm - 6K - Match Info - Similar pages
10A-2A-1.51
Section 10A-2A-1.51 Filings. (a) If the defective corporate action ratified under this Division
D of Article 1 would have required under any other section of this chapter a filing in accordance
with this chapter, then, regardless of whether a filing was previously made in respect of
such defective corporate action and in lieu of a filing otherwise required by this chapter,
the corporation shall file a certificate of validation in accordance with this section, and
that certificate of validation shall serve to amend or substitute for any other filing with
respect to such defective corporate action required by this chapter. (b) The certificate of
validation must set forth: (1) the defective corporate action that is the subject of the certificate
of validation (including, in the case of any defective corporate action involving the issuance
of putative stock, the number and type of shares of putative stock issued and the date or
dates upon which that putative stock was purported to have...
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10A-2A-7.09
Section 10A-2A-7.09 Remote participation in stockholders' meetings; meetings held solely by
remote participation. (a) Stockholders of any class or series of stock may participate in
any meeting of stockholders by means of remote communication to the extent the board of directors
authorizes participation for that class or series. Participation as a stockholder by means
of remote communication shall be subject to guidelines and procedures as the board of directors
adopts, and shall be in conformity with subsection (b). (b) Stockholders participating in
a stockholders' meeting by means of remote communication shall be deemed present and may vote
at that meeting if the corporation has implemented reasonable measures: (1) to verify that
each person participating remotely as a stockholder is a stockholder; and (2) to provide stockholders
participating remotely a reasonable opportunity to participate in the meeting and to vote
on matters submitted to the stockholders, including an opportunity...
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10A-2A-7.04
Section 10A-2A-7.04 Action without meeting. (a) Unless otherwise provided in the certificate
of incorporation, any action required or permitted by this chapter to be taken at any meeting
of the stockholders may be taken without a meeting, and without prior notice, if one or more
consents in writing setting forth the action so taken are signed by the holders of outstanding
stock having not less than the minimum number of votes that would be required to authorize
or take the action at a meeting at which all shares of stock entitled to vote on the action
were present and voted; provided, however, that if a corporation's certificate of incorporation
authorizes stockholders to cumulate their votes when electing directors pursuant to Section
10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action
must be evidenced by one or more written consents describing the action taken, signed by the
stockholders approving the action and delivered to the corporation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.04.htm - 4K - Match Info - Similar pages
41-10-53
Section 41-10-53 Authority and procedure for incorporation of authority; members, officers
and directors of authority; reduction to writing, recordation and admissibility in evidence
of proceedings of board of directors. (a) The Director of Finance, the Secretary of the Alabama
Department of Commerce, the State Treasurer and the Executive Secretary to the Governor are
hereby authorized to become a corporation, with the powers and authorities provided for in
this article, by proceeding according to the provisions hereinafter outlined in this article.
To become a corporation, the Director of Finance, the Secretary of the Alabama Department
of Commerce, the State Treasurer and the Executive Secretary to the Governor shall present
to the Secretary of State of Alabama an application signed by them which shall set forth:
(1) The name, official designation and official residence of each of the applicants, together
with a certified copy of the commission evidencing each applicant's right to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-10-53.htm - 4K - Match Info - Similar pages
10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal rights,
and to obtain payment of the fair value of that stockholder's stock, in the event of any of
the following corporate actions: (1) consummation of a merger to which the corporation is
a party (i) if the corporation is a subsidiary and the merger is governed by Section 10A-2A-11.05
or (ii) if stockholder approval is required for the merger by Section 10A-2A-11.04, or would
be required but for the provisions of Section 10A-2A-11.04(j), except that appraisal rights
shall not be available to any stockholder of the corporation with respect to stock of any
class or series that remain outstanding after consummation of the merger; (2) consummation
of a stock exchange to which the corporation is a party the stock of which will be acquired,
except that appraisal rights shall not be available to any stockholder of the corporation
with respect to any class or series of stock of the corporation that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.02.htm - 7K - Match Info - Similar pages
27-27-42
Section 27-27-42 Deficiencies in stock insurer's capital or assets of mutual insurers - Curing
of deficiency. Any insurer receiving the commissioner's notice mentioned in Section 27-27-41:
(1) If a stock insurer and if its articles of incorporation and laws of this state so permit,
by resolution of its board of directors and subject to any limitations upon assessment contained
in its articles of incorporation, may assess its stockholders for amounts necessary to cure
the deficiency and provide the insurer with a reasonable amount of surplus in addition. If
any stockholder fails to pay a lawful assessment after notice given to him in person or by
advertisement in such time and manner as approved by the commissioner, the insurer may require
the return of the original certificate of stock held by the stockholder and, in cancellation
and in lieu thereof, issue a new certificate for such number of shares as the stockholder
may then be entitled to, upon the basis of the stockholder's...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-27-42.htm - 1K - Match Info - Similar pages
5-6A-1
Section 5-6A-1 Directors of banks to own stock in bank; citizenship and residence of directors.
Not less than 75 percent of the directors of a bank shall, during their whole term of service,
be citizens of the United States. Every director of a bank shall be the owner and holder of
shares of stock in the bank or parent bank holding company. Every director shall hold such
shares in his or her own name, unpledged and unencumbered in any way except statutory lien
which might attach in favor of such corporation. No person convicted of a felony or a crime
involving moral turpitude shall serve as a director. At least 51 percent of the directors
of every bank shall be residents of the state. Any director at any time violating any of the
provisions of this section shall be removed from office by the board of directors or by the
superintendent when the facts are made known to the superintendent. (Acts 1980, No. 80-658,
§5-6-1; Act 98-244, p. 403, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-6A-1.htm - 1K - Match Info - Similar pages
10A-2-8.60
Section 10A-2-8.60 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Conflicting
interest" with respect to a corporation means the interest a director of the corporation
has respecting a transaction effected or proposed to be effected by the corporation, or by
a subsidiary of the corporation or any other entity in which the corporation has a controlling
interest, if: (i) Whether or not the transaction is brought before the board of directors
of the corporation for action, the director knows at the time of commitment that he or she
or a related person is a party to the transaction or has a beneficial interest in or so closely
linked to the transaction and of the financial significance to the director or a related person
that the interest would reasonably be expected to exert an influence on the director's judgement
if the director were called upon to vote on the transaction; or...
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