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10A-2A-13.01
Section 10A-2A-13.01 Definitions. Notwithstanding Chapter 1, in this Article 13: (1) "Affiliate"
means a person that directly or indirectly through one or more intermediaries controls, is
controlled by, or is under common control with another person or is a senior executive of
that person. For purposes of Section 10A-2A-13.02(b)(4), a person is deemed to be an affiliate
of its senior executives. (2) "Corporation" means the corporation that is the issuer
of the stock held by a stockholder demanding appraisal and, for matters covered in Section
10A-2A-13.22 through Section 10A-2A-13.31, includes the surviving organization of a merger.
(3) "Fair value" means the value of the corporation's stock determined: (i) immediately
before the effectiveness of the corporate action to which the stockholder objects; (ii) using
customary and current valuation concepts and techniques generally employed for similar businesses
in the context of the transaction requiring appraisal; and (iii) without...
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10A-2A-16.01
Section 10A-2A-16.01 Corporate records. (a) A corporation shall maintain the following records:
(1) its certificate of incorporation as currently in effect; (2) any notices to stockholders
referred to in Section 10A-2A-1.20(c)(5) specifying facts on which a filed document is dependent
if those facts are not included in the certificate of incorporation or otherwise available
as specified in Section 10A-2A-1.20(c)(5); (3) its bylaws as currently in effect; (4) all
written communications within the past three years to stockholders generally; (5) minutes
of all meetings of, and records of all actions taken without a meeting by, its stockholders,
its board of directors, and board committees established under Section 10A-2A-8.25; (6) a
list of the names and business addresses of its current directors and officers; and (7) its
most recent annual report delivered to the Secretary of State under Section 10A-2A-16.11.
(b) A corporation shall maintain all annual financial statements prepared for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-16.01.htm - 2K - Match Info - Similar pages
10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation
may at any time restate its certificate of formation as theretofore amended, in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed restated certificate of formation and directing that
they be submitted to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. (2) Written notice setting forth the proposed restated
articles or a summary of the provisions thereof shall be given to each member entitled to
vote thereon, within the time and in the manner provided in this chapter for the giving of
notice of meetings of members. If the meeting is an annual meeting, the proposed restated
articles or a summary of the provisions thereof may be included in the notice of the annual
meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
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11-47-60
Section 11-47-60 Declaration for abandonment of cemetery and removal of human remains interred
therein - Adoption, etc. (a) Any cemetery corporation or association, including religious
bodies, owning or controlling any cemetery within this state may, with the consent and approval
of the governing body of the city or town in which such cemetery is located or with the consent
and approval of the governing body of the county if such cemetery is located outside the limits
of an incorporated municipality, by resolution of its board of directors or other governing
body, when assented to in writing filed with the secretary by at least three fourths of the
lot owners and holders of such corporation or association or ratified and approved by like
vote thereof at any regular meeting of the cemetery corporation or association or at a meeting
specially called for that purpose, declare for the abandonment in whole or in part of such
cemetery as a burial place for the human dead and for the removal...
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17-6-28
Section 17-6-28 Requirements for write-in votes. (a) Write-in votes shall be permitted only
in non-municipal general elections and shall be counted as provided in this section based
on one of the following: (1) Upon a determination that the number of write-in votes for a
specific office is greater than or equal to the difference in votes between the two candidates
receiving the greatest number of votes for the specific office. (2) Upon a written request
satisfying the requirements in subsection (i). (b) The ballot for a non-municipal general
election must be constructed so that the voter can mark a write-in vote for each office in
the same manner that votes are registered for regular candidates. In order to cast a valid
write-in vote, the voter must (1) write the name on the ballot and (2) register the vote by
a mark in the space designated for that office. A write-in vote that is not registered as
provided above shall not be considered a valid write-in vote and shall not be included...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/17-6-28.htm - 8K - Match Info - Similar pages
10A-2-10.07
Section 10A-2-10.07 Restated articles of incorporation. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
A corporation's board of directors may restate its articles of incorporation at any time with
or without shareholder action. (b) The restatement may include one or more amendments to the
articles. If the restatement includes an amendment requiring shareholder approval, it must
be adopted as provided in Section 10A-2-10.03. (c) If the board of directors submits a restatement
for shareholder action, the corporation shall notify each shareholder, whether or not entitled
to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The
notice must also state that the purpose, or one of the purposes, of the meeting is to consider
the proposed restatement that identifies any amendment or other change it would make in the
articles. (d) A corporation restating its articles of incorporation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.07.htm - 2K - Match Info - Similar pages
10A-2-14.02
Section 10A-2-14.02 Dissolution by board of directors and shareholders. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) A corporation's board of directors may propose dissolution for submission
to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors
must recommend dissolution to the shareholders unless the board of directors determines that
because of conflict of interest or other special circumstances it should make no recommendation
and communicates the basis for its determination to the shareholders; and (2) The shareholders
entitled to vote must approve the proposal to dissolve as provided in subsection (e). (c)
Subject to the corporation's articles of incorporation, the board of directors may condition
its submission of the proposal for dissolution on any basis, except that the board of directors
may not decrease the vote required for approval under subsection (e)....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.02.htm - 2K - Match Info - Similar pages
10A-2A-17.05
Section 10A-2A-17.05 Annual benefit report. (a) No less than annually, a benefit corporation
shall prepare a benefit report addressing the efforts of the corporation during the preceding
year to operate in a responsible and sustainable manner, to pursue any public benefit or benefits
identified in any public benefit provision, and to consider the interests described in Section
10A-2A-17.04(b). The annual benefit report must include: (1) the objectives that the board
of directors has established for the corporation to operate in a responsible and sustainable
manner, to pursue the public benefit or benefits identified in any public benefit provision,
and to consider the interests described in Section 10A-2A-17.04(b); (2) the standards the
board of directors has adopted to measure the corporation's progress in operating in a responsible
and sustainable manner, in pursuing the public benefit or benefits identified in any public
benefit provision, and in considering the interests described...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.05.htm - 3K - Match Info - Similar pages
17-11-10
Section 17-11-10 Procedure upon receipt of ballot by absentee election manager; counting of
ballots. (a) Upon receipt of the absentee ballot, the absentee election manager shall record
its receipt thereof on the absentee list as provided in Section 17-11-5 and shall safely keep
the ballot without breaking the seal of the affidavit envelope. (b) For absentee ballots received
by noon on the day of the election, the absentee election manager shall, beginning at noon,
deliver the sealed affidavit envelopes containing absentee ballots to the election officials
provided for in Section 17-11-11. The election officials shall then call the name of each
voter casting an absentee ballot with poll watchers present as may be provided under the laws
of Alabama and shall examine each affidavit envelope to determine if the signature of the
voter has been appropriately witnessed. If the witnessing of the signature and the information
in the affidavit establish that the voter is entitled to vote by...
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17-11-7
Section 17-11-7 Form of affidavit to be printed on envelope - General, special, or municipal
elections. (a) Each absentee ballot shall be accompanied by an envelope upon which shall be
printed an affidavit. (b) With respect to an absentee ballot cast pursuant to Section 17-11-3,
the affidavit shall read as follows: "State of Alabama County of ___ I, the undersigned,
do swear (or affirm) that: My place of residence in Alabama is: ___ (street) ___, Alabama
___ (city or town) (zip code) My date of birth is: ___ month day year I am entitled to vote
an absentee ballot because: Check at least one: ___ I expect to be out of the county or the
state on election day. ___ I am physically incapacitated and will not be able to vote in person
on election day. ___ I expect to work a required workplace shift which has at least 10 hours
which coincide with the polling hours at my regular polling place. ___ I am a student at an
educational institution...
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