5-5A-8
Section 5-5A-8 Procedure for incorporation - Refusal to permit incorporation; appeal from refusal
to Banking Board. If the superintendent is of the opinion from his investigation that the
character and general fitness of the persons named as stockholders or executive officers are
such as not to command the confidence of the community in which such bank is proposed to be
located or that there is not a sufficient business to support said bank in said community
or that the convenience or needs of said community shall not be served, he shall issue under
his hand and official seal, a refusal to permit the incorporation of the proposed bank and
a copy of his refusal shall be filed in the superintendent's office, and the refusal and the
proposed certificate of incorporation shall be returned to the proposed incorporators or their
agent. No right of appeal to the Banking Board exists except upon refusal of the superintendent
to permit incorporation. Any proposed stockholder or individual may...
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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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5-5A-9
Section 5-5A-9 Procedure for incorporation - Judicial review. Nothing in this chapter shall
be construed to prevent the Circuit Court of Montgomery County, as provided by law, from reviewing
and reversing either the action of the Banking Board in granting or refusing a charter or
permitting the organization of a new bank or the action of the superintendent in granting
a charter or permitting the organization of a new bank. Written notice of appeal must be filed
with that court within 28 days of the order from which the appeal is taken. Upon proper proceedings,
the court, after full hearing of the matters at issue, shall enter an order or judgment reversing
or affirming the order appealed. The granting of a charter or permit by the superintendent
or granting or refusal to grant a charter or permit by the Banking Board shall be taken as
prima facie just and reasonable. (Acts 1980, No. 80-658, §5-5-9.)...
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5-5A-44
Section 5-5A-44 Acquisition of majority of voting shares of a bank; procedure. (a) No person,
acting directly or indirectly or through or in concert with one or more persons, may acquire
control of a state bank or of any corporation or other entity having control of a state bank,
unless an application is filed with the superintendent for review of the proposed transaction
and for his or her action, if any, as provided in this section. (b) The application shall
be on a form prescribed by the superintendent and shall be made under oath. The application
must contain all information that the superintendent by regulation requires to be furnished
in an application, as well as any information that the superintendent orders to be included
in the particular application being filed and shall be accompanied by the filing fee prescribed
by the Banking Board. For the purposes of this section, the Banking Board may reduce or waive
any prescribed fees for applications where a change of control...
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5-5A-1
Section 5-5A-1 Procedure for incorporation - Application for permit. (a) The proposed incorporators
of a bank shall execute and acknowledge an application for a permit in writing in the form
prescribed by the superintendent and shall file the same in the office of the State Banking
Department, which application shall be signed by all of the incorporators requesting a certificate
authorizing the proposed bank to transact business at the place, time and under the name stated
in said application. (b) At the time of filing said application, the applicant shall pay to
the superintendent a filing fee. (c) The application shall name at a minimum five directors,
and a majority of all directors shall be outside directors unless a written waiver is obtained
from the superintendent. A director shall be deemed to be an outside director if the director
will not serve as an officer, other than the chair, or an employee of the bank. (d) The application
shall name a chair, chief executive officer, a...
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10A-2A-10.05
Section 10A-2A-10.05 Amendment by board of directors. Unless the certificate of incorporation
provides otherwise, a corporation's board of directors may adopt amendments to the corporation's
certificate of incorporation without stockholder approval: (a) to extend the duration of the
corporation if it was incorporated at a time when limited duration was required by law; (b)
to delete the names and addresses of the incorporators or initial directors; (c) 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; (d) if the corporation has only one class
of stock outstanding: (1) to change each issued and unissued authorized share of stock of
the class into a greater number of whole shares of stock of that class; or (2) to increase
the number of authorized shares of stock of the class to the extent necessary to permit the
issuance of stock as a stock dividend; (e) to change the corporate name,...
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2-3A-4
Section 2-3A-4 Board of directors; members; terms; vacancies; qualifications; expenses; quorum;
impeachment; copies of proceedings as evidence. (a) The authority shall be governed by a board
of directors, and all powers of the authority shall be exercised by the board or pursuant
to its authorization. (b) The board shall consist of seven directors. The Commissioner of
Agriculture and Industries, the Director of Finance and the Superintendent of Banking shall
be ex officio members of the board of directors. The remaining four directors shall be appointed,
by the persons and in the manner hereinafter prescribed, as soon as may be practicable after
the incorporation of the authority, for staggered terms as follows: The Speaker of the House
of Representatives shall appoint one director and the President Pro Tempore of the Senate
shall appoint one director each of whose initial terms shall begin immediately upon his respective
appointment and shall end on September 30 in the fourth calendar...
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5-6A-2
Section 5-6A-2 Oath of directors. Every such director shall, within 30 days after his election,
take and subscribe, in duplicate, an oath that he will diligently and honestly perform his
duties as such director, not knowingly violate or permit to be violated any provision of the
banking law of this state and that he is the owner in good faith of the shares of stock of
the bank or company required to qualify him for such office, standing in his own name on its
books. A copy of such oath shall be forthwith filed with the Superintendent of Banks. No director
shall perform the duties of his office until such oath is made, and in case a director fails
to make such oath, his place on the board shall be declared vacant and his successor elected
as prescribed by the bylaws of the bank, such successor being required to have the same qualifications
and take the same oath as provided by this chapter. (Acts 1980, No. 80-658, §5-6-2.)...
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16-25-19
Section 16-25-19 Administration. (a) The general administration and responsibility for the
proper operation of the retirement system and for making effective the provisions of this
chapter are hereby vested in a board of trustees which shall be known as the Board of Control
and shall be organized immediately after a majority of the trustees provided for in this section
shall have qualified and taken the oath of office. (b) The board shall consist of 15 trustees
as follows: (1) The State Superintendent of Education, ex officio. (2) The State Treasurer,
ex officio. (3) The state Director of Finance, ex officio. (4) Twelve elected members of the
retirement system. Those 12 members shall consist of representatives elected from each of
the following categories: two shall be retired members, one shall be a city or county superintendent,
one shall be a principal, one shall be a member from an institution of postsecondary education
that is part of the Alabama Community College System, two...
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5-11A-1
Section 5-11A-1 Amenability of trust companies to banking laws; use of word "trust"
in corporate name generally; operation of trust departments, etc., by banks. All corporations
organized and operating as trust companies shall have the word "trust" as a part
of their corporate names, shall be amenable to the general banking laws of the state insofar
as said laws are applicable to trust companies and not in conflict with the provisions of
this chapter and shall be examined by the superintendent as state banks are examined. The
word "trust" need not be a part of the corporate name of any corporation now or
hereafter organized under the laws of this state to do a banking business and all such banks,
although the word "trust" is not a part of their corporate names, shall have the
right to operate and conduct a trust department, become trustees for any purpose, be appointed
and act as executors, administrators, guardians and receivers and do any business and exercise
any powers incident to...
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