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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-1/section-10a-20-1-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 1 - Bishop of Diocese.›Section 10A-20-1.04 - Powers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 1 - Bishop of Diocese. › Section 10A-20-1.04 - Powers.
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Section 10A-20-1.04
Powers.
A corporation sole under this article shall have the following powers:
(1) To have succession by its corporate name perpetually;
(2) To sue and be sued and defend;
(3) To make and use a corporate seal and alter the same at pleasure;
(4) To receive, take and hold, by sale, gift, lease, devise, or otherwise, real and personal estate of every description for charitable, educational, burial, religious, and church purposes and to manage and dispose of the same by any form of legal conveyance or transfer with full power and authority to borrow money and to convey by mortgage deed;
(5) To acquire, hold, purchase, receive by bequest or devise, and to convey or otherwise dispose of all such real, personal, and mixed property as may be necessary or convenient for the construction, operation, or maintenance of the diocesan enterprises or for the conduct or management of the business or businesses of the diocese of the bishop, or as the purposes of the bishop may require, and all other real, personal, or mixed property which shall have been bona fide conveyed, transferred, pledged, or mortgaged to the corporation by way of security for, or in, satisfaction of debts or purchased at sale under judgment obtained for the debts;
(6) To borrow money, issue notes, bonds, or other negotiable paper or mortgage, pledge, or otherwise transfer or convey its real, personal, and mixed property to secure the payment of money borrowed or any debt contracted;
(7) To appoint and employ officers and agents as the business of the corporation may require;
(8) To wind up and dissolve itself or be wound up and dissolved in the manner provided in this article;
(9) To establish and maintain churches, schools, orphanages, hospitals, and religious or benevolent institutions and to undertake and execute all business enterprises that the work of the diocese shall require;
(10) To undertake, execute, and carry on religious or diocesan charities, works, institutions, business, or enterprises in other states or foreign countries and to acquire, hold, transfer, mortgage, and convey, real, personal, or mixed property in those states and foreign countries; and
(11) To subscribe for, acquire, hold, and dispose of the stock, bonds, or other evidence of indebtedness of any other corporation of this or any other state or foreign countries and, while owner thereof, to exercise the rights, privileges, and powers of ownership, including the right to vote.
(Acts 1911, No. 429, p. 452; Code 1923, §7115; Code 1940, T. 10, §118; §10-4-4; amended and renumbered by Act 2009-513, p. 967, §324.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-1/section-10a-20-1-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 1 - Bishop of Diocese.›Section 10A-20-1.05 - Certificate of Succession by Successor of Bishop.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 1 - Bishop of Diocese. › Section 10A-20-1.05 - Certificate of Succession by Successor of Bishop.
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Section 10A-20-1.05
Certificate of succession by successor of bishop.
When a bishop has become a corporation sole pursuant to this article, each of the successors in the bishopric shall succeed the bishop in the corporation upon making and filing with the Secretary of State an application for a certificate of succession setting forth:
(1) The succession; and
(2) A copy in English of the commission, instrument, or document evidencing the right to the succession, and the date and place of the consecration and induction into office, which certificate shall be subscribed, sworn to, and certified as provided for in the original application for incorporation.
Upon the issue of a certificate of succession as provided for in this section, the successor shall be clothed with all the authority and power of the original incorporator.
(Acts 1911, No. 429, p. 452; Code 1923, §7116; Code 1940, T. 10, §119; §10-4-5; amended and renumbered by Act 2009-513, p. 967, §324.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-1/section-10a-20-1-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 1 - Bishop of Diocese.›Section 10A-20-1.06 - Appointment of Administrator to Act While Bishopric Vacant.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 1 - Bishop of Diocese. › Section 10A-20-1.06 - Appointment of Administrator to Act While Bishopric Vacant.
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Section 10A-20-1.06
Appointment of administrator to act while bishopric vacant.
A bishop who has become a corporation sole pursuant to this chapter shall be authorized to appoint an administrator to act for the corporation during the time as the bishopric shall for any reason be vacant. In the event a vacancy should occur in the bishopric and no administrator shall have been appointed, then the ecclesiastical authority to whom the bishop is spiritually subject shall have authority to appoint the administrator. An appointment of an administrator shall be in writing, signed by the maker, attested by at least two witnesses and acknowledged or proved, as provided for conveyances of land in this state. Upon the occurrence of a vacancy, the administrator may file in the office of the Secretary of State an application for certificate of administratorship, setting forth the vacancy and the administrator's appointment, which application shall be subscribed, sworn to, and certified like the original application for incorporation, and shall attach thereto and file therewith the appointment and the acknowledgment or proof thereof. Upon the filing of an application of an administrator or of a successor in a corporation sole, the Secretary of State shall record the same in an appropriate book of record in the office of the Secretary of State and shall issue to the applicant a certificate of administratorship or successorship, as the case may be, under the seal of the state and shall record the same with the application therefor. From the issue of the certificate of administratorship, and until the certificate of succession has issued, the administrator shall be authorized to act for the corporation in the place of the bishop. As soon as the certificate of succession provided for in Section 10A-20-1.05 is issued, the administrator shall account for his or her administration and turn over all the corporation's property to the successor.
(Acts 1911, No. 429, p. 452; Code 1923, §7117; Code 1940, T. 10, §120; §10-4-6; amended and renumbered by Act 2009-513, p. 967, §324.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-1/section-10a-20-1-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 1 - Bishop of Diocese.›Section 10A-20-1.07 - Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 1 - Bishop of Diocese. › Section 10A-20-1.07 - Dissolution.
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Section 10A-20-1.07
Dissolution.
Any corporation sole under this article may be dissolved by the bishop who constitutes the corporation filing with the Secretary of State an application therefor, which shall be subscribed, sworn to, and certified as in the case of an application for incorporation. Upon the filing of the certificate, the corporation shall cease, and all its property rights and liabilities shall pass to the bishop, but no bishop shall be responsible for liabilities of a dissolved corporation in any greater sum than the value of property of the corporation which may come into possession of the bishop upon its dissolution. The Secretary of State shall record the application for dissolution and shall make and issue to the bishop, under the seal of the state, a certificate that the corporation is dissolved and shall record this certificate with the application for dissolution.
(Acts 1911, No. 429, p. 452; Code 1923, §7118; Code 1940, T. 10, §121; §10-4-7; amended and renumbered by Act 2009-513, p. 967, §324.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-1/section-10a-20-1-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 1 - Bishop of Diocese.›Section 10A-20-1.08 - Fees to Be Paid to the Secretary of State.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 1 - Bishop of Diocese. › Section 10A-20-1.08 - Fees to Be Paid to the Secretary of State.
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Section 10A-20-1.08
Fees to be paid to the Secretary of State.
Upon the presentation to the Secretary of State of any application provided for in this article, the applicant shall pay to the Secretary of State the fee prescribed to be paid to the Secretary of State by Chapter 1 as follows:
(1) for the filing of an application under Section 10A-20-1.02 to become a corporation sole, the fee prescribed for filing a certificate of formation;
(2) for the filing of an application under Section 10A-20-1.05 for a certificate of succession, the fee prescribed for filing a certificate of formation;
(3) for the filing of an application under Section 10A-20-1.06 for appointment of an administrator, the fee prescribed for filing a certificate of formation; and
(4) for the filing of an application to dissolve under Section 10A-20-1.07, the fee prescribed for filing a statement or articles of dissolution.
(Acts 1911, No. 429, p. 452; Code 1923, §7119; Code 1940, T. 10, §122; §10-4-8; amended and renumbered by Act 2009-513, p. 967, §324; Act 2020-73, §10.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-1/section-10a-20-1-09/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 1 - Bishop of Diocese.›Section 10A-20-1.09 - Records and Certificates Prima Facie Evidence.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 1 - Bishop of Diocese. › Section 10A-20-1.09 - Records and Certificates Prima Facie Evidence.
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Section 10A-20-1.09
Records and certificates prima facie evidence.
Any record kept or certificate issued in pursuance of this chapter, or a copy of any such record certified to be true by the legal custodian thereof, shall be received in evidence in all courts and shall be prima facie evidence of the facts therein recited or thereby shown.
(Acts 1911, No. 429, p. 452; Code 1923, §7120; Code 1940, T. 10, §123; §10-4-9; amended and renumbered by Act 2009-513, p. 967, §324.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-2/section-10a-20-2-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 2 - Churches, Public Societies, and Graveyard Owners.›Section 10A-20-2.01 - Incorporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 2 - Churches, Public Societies, and Graveyard Owners. › Section 10A-20-2.01 - Incorporation.
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Section 10A-20-2.01
Incorporation.
(a) The members of any church, conference of churches, religious society, educational society, benevolent, monument, or burial society, patriotic society, societies for the purpose of nature study or scientific research, society for establishing public parks or places of public recreation, societies for promoting knowledge, promoting arts, or promoting sciences, societies for purposes of like kind or the owners of a graveyard, or the trustees of any of the foregoing churches, conferences, institutions, or societies elected by the organization, or organizations, of the church, conferences, institution, association, or society desiring to become incorporated, shall adopt a resolution signifying the intention and elect not less than three trustees.
(b) The trustees shall, within 30 days after their election, deliver to the Secretary of State for filing, a certificate stating the corporate name selected, the names of the trustees, and the length of time for which they are elected, shall pay to the Secretary of State the filing fee under Chapter 1 for filing a certificate of formation. The members of the society, their associates, and successors are, from the filing of the certificate, incorporated by the name specified.
(Code 1852, §§1257-1260; Code 1867, §§1521, 1522, 1524, 1529, 1530; Code 1876, §§1991, 1992, 1994, 2000, 2001; Code 1886, §§1694, 1695; Code 1896, §§1302, 1303; Code 1907, §§3613, 3614; Acts 1919, No. 136, p. 117; Code 1923, §§7167, 7168; Acts 1927, No. 119, p. 83; Code 1940, T. 10, §§124, 125; Acts 1994, No. 94-573, p. 1046, §1; §10-4-20; amended and renumbered by Act 2009-513, p. 967, §326; Act 2020-73, §10.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-2/section-10a-20-2-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 2 - Churches, Public Societies, and Graveyard Owners.›Section 10A-20-2.02 - Powers of Corporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 2 - Churches, Public Societies, and Graveyard Owners. › Section 10A-20-2.02 - Powers of Corporation.
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Section 10A-20-2.02
Powers of corporation.
Corporations not of a business character created under this article or created by special act of the Legislature heretofore may acquire, hold, administer, distribute, or dispose of real and personal property, may take, receive, and acquire property by gift, devise, or bequest and hold, own, administer, use, distribute, and dispose of the property for the advancement, promotion, extension, or maintenance of the causes and objects as may be prescribed by the constitution and bylaws of the corporation in conformity with all lawful conditions imposed by the donor and may exercise other powers as are incident to private corporations. All such powers may be exercised by the corporation in its own right or as trustee or as personal representative.
(Code 1852, §1262; Code 1862, §1526; Code 1876, §1996; Code 1886, §1696; Code 1896, §1304; Code 1907, §3615; Acts 1911, No. 74, p. 49; Code 1923, §7169; Code 1940, T. 10, §126; Acts 1955, No. 393, p. 929; §10-4-21; amended and renumbered by Act 2009-513, p. 967, §326.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-2/section-10a-20-2-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 2 - Churches, Public Societies, and Graveyard Owners.›Section 10A-20-2.03 - Independence of Church Corporations in Control of Real Property.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 2 - Churches, Public Societies, and Graveyard Owners. › Section 10A-20-2.03 - Independence of Church Corporations in Control of Real Property.
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Section 10A-20-2.03
Independence of church corporations in control of real property.
(a) Unless otherwise clearly stated in the deed or other instrument under which any church corporation organized under this article derives title or unless afterwards approved by a majority of the adult members of the congregation of the church at a meeting held after announcement from the pulpit of the church at least seven days from the date of the announcement, the church corporation, whether heretofore or hereafter organized and incorporated under this article, shall be, and shall remain, a distinct and independent church corporation free from the regulation and control of any higher church body, denomination, or other organization with which it is now, or hereafter, associated or affiliated insofar as the management, control, disposition, or alienation of its real property is concerned.
(b) The provisions of this section shall in nowise be construed as conferring on any church organized under this article greater power of control over its real property than it possessed prior to its passage nor shall this section be construed as diminishing in any respect the control or supervision of the real property of the church organized under this article exercised by any higher church body, denomination, or other organization prior to its passage.
(Acts 1953, No. 647, p. 906, §§1, 2; §10-4-22; amended and renumbered by Act 2009-513, p. 967, §326.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-2/section-10a-20-2-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 2 - Churches, Public Societies, and Graveyard Owners.›Section 10A-20-2.04 - Validity of Service of Process on Trustee.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 2 - Churches, Public Societies, and Graveyard Owners. › Section 10A-20-2.04 - Validity of Service of Process on Trustee.
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Section 10A-20-2.04
Validity of service of process on trustee.
In all civil actions or legal proceedings, the service of process and papers on a trustee of the corporation is valid for the purpose of bringing the corporation into court or for the objects of the notice.
Code 1852, §1263; Code 1867, §1527; Code 1876, §1999; Code 1886, §1697; Code 1896, §1305; Code 1907, §3616; Code 1923, §7170; Code 1940, T. 10, §127; §10-4-23; amended and renumbered by Act 2009-513, p. 967, §326.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-2/section-10a-20-2-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 2 - Churches, Public Societies, and Graveyard Owners.›Section 10A-20-2.05 - Borrowing of Money and Securing Same by Mortgage or Deed of Trust.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 2 - Churches, Public Societies, and Graveyard Owners. › Section 10A-20-2.05 - Borrowing of Money and Securing Same by Mortgage or Deed of Trust.
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Section 10A-20-2.05
Borrowing of money and securing same by mortgage or deed of trust.
The trustees, or a majority of them, or authorized agents of any church, conference of churches, societies, or associations organized by special charter or under the general laws of this state, may borrow money to an amount as may be authorized by a majority of the trustees or authorized agents and may, by mortgage or deed of trust, convey all or any part of the property owned, real or personal, or both, to secure the payment of any debt contracted by the trustees or authorized agents; but before the mortgage or deed of trust can be executed, a majority of the board of trustees or authorized agents shall have first authorized the incurring of the debt and the execution of the mortgage or deed of trust on all or part of the real or personal property, or both, of the church, conference of churches, society, or association, which authorization must be made at a meeting of the board of trustees or authorized agents specifically called for the purpose. Any church, conference of churches, society, or association may grant to its board of trustees or authorized agents the power to convey by mortgage or deed of trust any or all of its property, real or personal, it may then own or may thereafter acquire for the purpose of securing any debt contracted by the board of trustees. A certified copy of the minutes of the church, conference of churches, society, or association, or of the board of trustees or authorized agents, shall be prima facie evidence of the authority of the board of trustees or authorized agents.
(Code 1876, §1997; Code 1886, §1698; Code 1896, §1306; Code 1907, §3617; Acts 1919, No. 568, p. 826; Code 1923, §7171; Acts 1927, No. 119, p. 83; Code 1940, T. 10, §128; §10-4-24; amended and renumbered by Act 2009-513, p. 967, §326.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-2/section-10a-20-2-06/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 2 - Churches, Public Societies, and Graveyard Owners.›Section 10A-20-2.06 - Sale and Conveyance of Property.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 2 - Churches, Public Societies, and Graveyard Owners. › Section 10A-20-2.06 - Sale and Conveyance of Property.
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Section 10A-20-2.06
Sale and conveyance of property.
The trustees or other authorized agents of any church, conference of churches, society, association, or other corporation organized under this article may sell and convey all or part of the property thereof, real or personal, as they may be authorized to do by resolution of the church, conference of churches, society, association, or other corporation assembled at a regular meeting or special meeting. If a special meeting, notice of the time, place, and object of the meeting must be given at least 10 days prior to the special meeting by posting notice at the place of regular meetings.
(Code 1923, §7172; Acts 1927, No. 119, p. 83; Code 1940, T. 10, §129; §10-4-25; amended and renumbered by Act 2009-513, p. 967, §326.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-2/section-10a-20-2-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 2 - Churches, Public Societies, and Graveyard Owners.›Section 10A-20-2.07 - Effect of Recital in Minutes on Proceedings Under Sections 10a-20-2.05 and 10a...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 2 - Churches, Public Societies, and Graveyard Owners. › Section 10A-20-2.07 - Effect of Recital in Minutes on Proceedings Under Sections 10a-20-2.05 and 10a-20-2.06.
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Section 10A-20-2.07
Effect of recital in minutes on proceedings under Sections 10A-20-2.05 and 10A-20-2.06.
A recital upon the minutes of the proceedings of a society or church that the notice required in Sections 10A-20-2.05 and 10A-20-2.06 was given, and of the vote upon the question before the meeting shall be evidence of the regularity of the meeting and of the proceedings therein.
(Code 1876, §1998; Code 1886, §1699; Code 1896, §1307; Code 1907, §3618; Code 1923, §7173; Code 1940, T. 10, §130; §10-4-26; amended and renumbered by Act 2009-513, p. 967, §326.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-2/section-10a-20-2-08/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 2 - Churches, Public Societies, and Graveyard Owners.›Section 10A-20-2.08 - Burial Societies - Special Powers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 2 - Churches, Public Societies, and Graveyard Owners. › Section 10A-20-2.08 - Burial Societies - Special Powers.
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Section 10A-20-2.08
Burial societies - Special powers.
Burial societies so incorporated may exercise all powers necessary for properly governing, beautifying, improving, and taking care of such graveyard, and may make bylaws, rules, and regulations as are proper and necessary to secure the objects.
(Code 1867, §1532; Code 1876, §2003; Code 1886, §1700; Code 1896, §1308; Code 1907, §3619; Code 1923, §7174; Code 1940, T. 10, §131; §10-4-27; amended and renumbered by Act 2009-513, p. 967, §326.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-2/section-10a-20-2-09/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 2 - Churches, Public Societies, and Graveyard Owners.›Section 10A-20-2.09 - Burial Societies - Chair and Members of Board.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 2 - Churches, Public Societies, and Graveyard Owners. › Section 10A-20-2.09 - Burial Societies - Chair and Members of Board.
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Section 10A-20-2.09
Burial societies - Chair and members of board.
When a graveyard is wholly under the control of persons belonging to one denomination or faith, the elder, deacon, minister, bishop, or priest who is the head of the denomination in the city, town, village, or county shall be ex officio the chair of the board of trustees. When a graveyard is under the control of persons of different denominations, the heads of the denominations interested shall be members of the board.
(Code 1867, §1533; Code 1876, §2004; Code 1886, §1701; Code 1896, §1309; Code 1907, §3620; Code 1923, §7175; Code 1940, T. 10, §132; §10-4-28; amended and renumbered by Act 2009-513, p. 967, §326.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-3/section-10a-20-3-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 3 - Conference of Ministers.›Section 10A-20-3.01 - Formation of Ministers Into Body Corporate.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 3 - Conference of Ministers. › Section 10A-20-3.01 - Formation of Ministers Into Body Corporate.
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Section 10A-20-3.01
Formation of ministers into body corporate.
Whenever 10 or more ministers of the gospel or of any other religious faith or denomination desire to be legally formed into a body corporate, they shall file with the Secretary of State a declaration in writing, signed by them, setting forth the corporate name they desire to have, the name of the denomination or branch of the church of God with which they are in affiliation and to whose rules and articles of belief they conform, and shall pay the Secretary of State the filing fee required to be paid to the Secretary of State under Section 10A-1-4.31 for filing a certificate of formation, whereupon the Secretary of State, in the name of the State of Alabama, shall issue a certificate of incorporation or charter to the corporation.
(Code 1907, §3593; Code 1923, §7083; Code 1940, T. 10, §111; §10-4-40; amended and renumbered by Act 2009-513, p. 967, §328.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-3/section-10a-20-3-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 3 - Conference of Ministers.›Section 10A-20-3.02 - Powers of Corporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 3 - Conference of Ministers. › Section 10A-20-3.02 - Powers of Corporation.
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Section 10A-20-3.02
Powers of corporation.
All corporations formed under this article shall have and exercise these powers:
(1) To have perpetual succession by its corporate name;
(2) To take and grant property, to contract obligations, and to sue and be sued by its corporate name;
(3) To buy lands and other property, to receive grants of privileges and immunities, and hold the same for the benefit of its members and their successors;
(4) To receive gifts and grants in trust for the advancement of the religion or faith with which the corporation affiliates and education, and to execute the trusts;
(5) To lend any fund belonging to the corporation, or held by it in trust, and take security therefor, in bond with sureties, in pledges of personalty or in mortgages of property;
(6) To have a corporate seal;
(7) To make bylaws for the government of the corporation in conformity with the general laws and usage of that branch of the Christian church or of any other religious faith or denomination with which it affiliates;
(8) To prescribe the number and qualifications of its members and expel the same for cause; and
(9) To appoint and remove its officers and require bonds of its officers or agents, as it may deem proper.
(Code 1907, §3594; Code 1923, §7084; Code 1940, T. 10, §112; §10-4-41; amended and renumbered by Act 2009-513, p. 967, §328.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 3 - Conference of Ministers.›Section 10A-20-3.03 - Changing of Corporate Name.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 3 - Conference of Ministers. › Section 10A-20-3.03 - Changing of Corporate Name.
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Section 10A-20-3.03
Changing of corporate name.
Any annual conference that has heretofore been incorporated by an act of the Legislature of Alabama and desires to change its name or any corporation created under this article desiring to change its name may file with the Secretary of State a declaration in writing, showing the proposed amendment, and must pay the Secretary of State the filing fee required under Section 10A-1-4.31 to be paid to the Secretary of State for filing a certificate of amendment, whereupon the Secretary of State shall issue to the corporation a charter in its new name.
(Code 1907, §3595; Code 1923, §7085; Code 1940, T. 10, §113; §10-4-42; amended and renumbered by Act 2009-513, p. 967, §328.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 3 - Conference of Ministers.›Section 10A-20-3.04 - Incorporation by Successor of Unincorporated or Defectively Incorporated Confe...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 3 - Conference of Ministers. › Section 10A-20-3.04 - Incorporation by Successor of Unincorporated or Defectively Incorporated Conference.
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Section 10A-20-3.04
Incorporation by successor of unincorporated or defectively incorporated conference.
Whenever any annual conference has heretofore been organized according to the law of any branch of the Christian church or of any other religious faith or denomination but has not been incorporated, or the act of incorporation is for any reason believed to be defective or does not confer the powers necessary for the purpose of such body, the conference may become a body corporate under this article as the successor of the unincorporated or defectively incorporated body by incorporating in the declaration prescribed in Section 10A-20-3.01 the name of the body it desires to succeed; and upon the granting of a charter under this article, it shall be taken and held by the body or bodies named in the declaration and shall take and hold all the property, rights, and privileges of its predecessor as fully as though they had been granted to the succeeding corporation.
(Code 1907, §3596; Code 1923, §7086; Code 1940, T. 10, §114; §10-4-43; amended and renumbered by Act 2009-513, p. 967, §328.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 4 - State Conventions or Associations of Churches.›Section 10A-20-4.01 - Powers of Conventions or Associations.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 4 - State Conventions or Associations of Churches. › Section 10A-20-4.01 - Powers of Conventions or Associations.
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Section 10A-20-4.01
Powers of conventions or associations.
State conventions or state associations of churches, generally known as congregational churches, which have been heretofore incorporated under any general or special law of the state or which may be hereafter incorporated under any general law of this state, shall have and are invested with the following powers in addition to the powers heretofore conferred upon the corporations by general law or special acts of the Legislature. The incorporated conventions or associations may:
(1) In their corporate capacity, act in the intervals between state conventions by, and through, trustees, directors, or governing boards by whatever name called or designated;
(2) Through its constitution and bylaws or by resolution adopted by the convention confer upon the trustees, directors, or governing boards the power to do any and all acts and exercise any and all corporate powers conferred upon them by the convention which the convention itself might be permitted to exercise under its charter in accordance with the law while in session;
(3) Borrow money, execute notes and bonds therefor, and secure the payment of the same by mortgage or pledge of any of its funds, securities, or property;
(4) If it sees fit to do so, authorize the incorporation of a holding company or foundation through which it may transact all or any part of its financial affairs;
(5) Receive, purchase, own, possess, buy, and sell any and all necessary property, real, personal, and mixed, as shall be needful for its uses in the conduct of religious, educational, and charitable work;
(6) Accept gifts, donations, pledges, moneys, and other properties to any extent, and to any amount; and
(7) So long as its properties are exclusively devoted to religious, educational, and charitable purposes, the same shall be exempt from all state, county, municipal, and other taxes.
(Acts 1923, No. 56, p. 32; Code 1923, §§7121, 7122, 7125; Code 1940, T. 10, §§133, 134, 137; §10-4-60; amended and renumbered by Act 2009-513, p. 967, §330.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 4 - State Conventions or Associations of Churches.›Section 10A-20-4.02 - Establishment of Schools, Hospitals, Orphanages, etc., by State, Sectional, or...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 4 - State Conventions or Associations of Churches. › Section 10A-20-4.02 - Establishment of Schools, Hospitals, Orphanages, etc., by State, Sectional, or National Conventions or Associations.
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Section 10A-20-4.02
Establishment of schools, hospitals, orphanages, etc., by state, sectional, or national conventions or associations.
Incorporated conventions or associations, as well as sectional or national conventions or associations of churches incorporated under the laws of any state, may establish schools, colleges, universities, hospitals, orphanages, or training courses for the ministry, missions, medical, sanitary, and other benevolent work, either directly or by authorizing boards of directors to be by the convention appointed, from time to time, to incorporate under general laws as a separate but subsidiary corporation. Any religious, educational, or charitable association or institution so established by the convention, whether separately incorporated or not, shall always be under the complete control and ownership of the conventions or of boards of trustees or directors now appointed, or hereafter from time to time appointed by the conventions, and may donate and convey property to them.
(Acts 1923, No. 56, p. 32; Code 1940, T. 10, §135; Acts 1947, No. 704, p. 542; §10-4-61; amended and renumbered by Act 2009-513, p. 967, §330.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 4 - State Conventions or Associations of Churches.›Section 10A-20-4.03 - Perpetual Existence of Conventions or Association.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 4 - State Conventions or Associations of Churches. › Section 10A-20-4.03 - Perpetual Existence of Conventions or Association.
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Section 10A-20-4.03
Perpetual existence of conventions or association.
All conventions or associations, heretofore incorporated under general or special laws or hereafter organized under general laws, shall have perpetual existence, and may hereafter do and perform any and all acts pertaining to the spread and propagation of the gospel, the furtherance of education, and the doing of all acts of charity and benevolence that any unincorporated convention of natural persons shall be permitted lawfully to do under the laws of the state now in force or that may hereafter be enacted.
(Acts 1923, No. 56, p. 32; Code 1923, §7126; Code 1940, T. 10, §138; §10-4-62; amended and renumbered by Act 2009-513, p. 967, §330.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 4 - State Conventions or Associations of Churches.›Section 10A-20-4.04 - Ratification and Confirmation of Corporate Existence.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 4 - State Conventions or Associations of Churches. › Section 10A-20-4.04 - Ratification and Confirmation of Corporate Existence.
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Section 10A-20-4.04
Ratification and confirmation of corporate existence.
Any incorporated convention or association, heretofore organized under any general or special law or that may be hereafter under general laws organized, shall not lose its corporate existence by reason of failure to elect or appoint trustees or boards of directors, and the charter of all the conventions and associations as were functioning and in operation on February 14, 1923, are confirmed, whether or not the organization may have been conducted in strict accordance with its charter, and all charters of the corporations legally existing on February 14, 1923, are hereby ratified and confirmed.
(Acts 1923, No. 56, p. 32; Code 1923, §7124; Code 1940, T. 10, §136; §10-4-63; amended and renumbered by Act 2009-513, p. 967, §330.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 5 - Educational Institutions.›Section 10A-20-5.01 - Amendment of Charter; Fees for Filing Same; Certified Copy Thereof.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 5 - Educational Institutions. › Section 10A-20-5.01 - Amendment of Charter; Fees for Filing Same; Certified Copy Thereof.
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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 trustees, and if the amendment is approved by the Governor, he or she shall endorse his or her approval upon the resolution; and
(4) It must then be filed in the Office of the Secretary of State, and when so approved and filed, it shall become a part of the original charter of the institution.
(b) The amendment of the charter provided for in this section may include a change of name, power to confer degrees and grant diplomas, to hold real and personal property, to borrow money, mortgage or pledge property of the corporation, to change the number of trustees and the manner of appointing or electing the same; but if authorized to mortgage property and stock is owned in the institution, it must be only upon the consent of the holders of three fourths in value of the capital stock of the corporation, which must be expressed in writing and recorded as a deed or mortgage and executed in the form required for deeds, mortgages, or other conveyances.
(c) Before filing the amendment in the Office of the Secretary of State, the trustees must pay to the Secretary of State for the benefit of the State of Alabama the filing fee required under Section 10A-1-4.31 for filing an amendment to a certificate of formation.
(d) Upon the approval, filing, and payment of fees for the amendment, as provided for in this section, the Secretary of State shall issue to the trustees a certified copy of the amendment under the seal of the state.
(Code 1907, §§3589, 3590-3592; Acts 1915, No. 436, p. 382; Code 1923, §§7071, 7073-7075; Code 1940, T. 10, §§156, 158-160; §10-4-80; amended and renumbered by Act 2009-513, p. 967, §332.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 5 - Educational Institutions.›Section 10A-20-5.02 - Distribution of Proceeds When Corporation Ceases Business.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 5 - Educational Institutions. › Section 10A-20-5.02 - Distribution of Proceeds When Corporation Ceases Business.
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Section 10A-20-5.02
Distribution of proceeds when corporation ceases business.
When a corporation organized under the laws of Alabama for educational purposes, which corporation has issued shares of stock, whether or not the charter or laws of Alabama authorized the issue of stock, and which has ceased to engage in the business for which it was organized has sold all or any part of its property, the proceeds of the sale or sales remaining after the payment of all the debts of the corporation may be distributed pro rata among the holders of the stock issued and outstanding.
(Acts 1915, No. 829, p. 945; Code 1923, §7072; Code 1940, T. 10, §157; §10-4-81; amended and renumbered by Act 2009-513, p. 967, §332.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 5 - Educational Institutions.›Section 10A-20-5.03 - Disposition of Property of Educational Corporations Where the Stockholders Are...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 5 - Educational Institutions. › Section 10A-20-5.03 - Disposition of Property of Educational Corporations Where the Stockholders Are Unknown or the Number of Shares Is Unknown.
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Section 10A-20-5.03
Disposition of property of educational corporations where the stockholders are unknown or the number of shares is unknown.
(a) Where the charter of any educational corporation organized under the laws of this state, general or special, provides for the issuance of stock and the stockholders are unknown or where the amount or number of shares are unknown, the property of the corporation may be disposed of as follows: The acting trustees or directors having peaceable charge of the business and property of the corporation, whether legally elected or not, may contract to sell or otherwise dispose of the property of the corporation in the manner as they may deem best to carry out the purpose of the corporation, which action must be concurred in by a majority of the acting trustees or directors.
(b) Within 30 days after making the contract or agreement, the trustees or directors shall cause to be filed in the name of the corporation, in the circuit court of the county in which the property or the principal part thereof is situated, a petition in writing, verified by affidavit, setting forth the purposes of the corporation and that the stockholders are unknown or that the amount or number of shares are unknown, setting out the sale or disposition contemplated and that, in the judgment of the trustees or a majority of them, the disposition is best to carry out the purposes of the corporation. If any of the stockholders are known, the petition shall also set out their names and residence if known.
(c) On the filing of the petition, the register or clerk shall cause publication to be made as to unknown or nonresident stockholders as provided by law for publication as to nonresidents on the filing of complaints, he or she shall issue a summons to all resident stockholders named in the petition, which shall be served as other summons and the same proceedings had as to all the known stockholders named in the petition as provided for complaints.
(d) Within the time allowed for pleading to complaints, any known or unknown stockholder may come in and propound a claim and contest the disposition if he or she deems proper, and the petition shall be heard as other complaints, and the disposition confirmed or set aside, or the disposition made, of the property as the equities of the case may require.
(e) If the petition is not contested within the time allowed for pleading to complaints, the same may be submitted to the judge on affidavits and the charter of the corporation, or a certified copy thereof, and the judge may enter an order thereon ratifying the sale or disposition, or modifying the same and prescribing the terms and restrictions as the judge may deem best for carrying out the purposes of the corporation and authorizing a conveyance of the property by the trustees or the president and secretary of the board, which shall convey to the grantee all the title of the corporation or of any stockholder thereof in the property subject to the restrictions contained in the order or the judge may refuse to ratify the disposition.
(f) If any money is paid under the order, the same shall be paid to the register or clerk to be distributed under the orders of the court to the parties entitled thereto on proper proof.
(g) Any party contesting the petition may, at any time within 42 days after the entry of the order, prosecute an appeal to the Supreme Court as on final judgments in accordance with the Alabama Rules of Appellate Procedure, and the appeal may also be taken by the acting trustees or directors in the name of the corporation.
(Acts 1911, No. 277, p. 327; Code 1923, §§7076-7082; Code 1940, T. 10, §§161-167; §10-4-82; amended and renumbered by Act 2009-513, p. 967, §332.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.01 - Applicability of Article.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.01 - Applicability of Article.
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Section 10A-20-6.01
Applicability of article.
Any nonstock nonprofit corporations organized for the purpose of establishing, maintaining, and operating a health care service plan under which health services are furnished to the public who become subscribers to the plan pursuant to contracts are authorized and shall be governed by the provisions of this article.
(Acts 1935, No. 544, p. 1157; Code 1940, T. 28, §304; Acts 1945, No. 50, p. 52, §1; Acts 1973, No. 1041, p. 1631, §1; §10-4-100; amended and renumbered by Act 2009-513, p. 967, §334.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.02 - Incorporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.02 - Incorporation.
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Section 10A-20-6.02
Incorporation.
(a) The incorporators of any corporation to be governed by this article shall prepare and deliver to the Secretary of State for filing a certificate of formation stating an intention to become a corporation, which certificate of formation shall be signed by each of the incorporators and shall set forth:
(1) The name of the proposed corporation;
(2) The objects and purposes for which the corporation is organized;
(3) The location of the principal office of the corporation in this state; and
(4) The name and post office address of each incorporator, not less than three in number.
(b) The certificate of formation may also contain any other provisions, not inconsistent with the provisions of this article, which the incorporators may desire to insert for the regulation of the business or affairs of the corporation or which would be permitted nonprofit corporations by the Alabama Nonprofit Corporation Law. The filing of the certificate of formation shall be accompanied with payment of the filing fee payable to the Secretary of State in the amount prescribed by Chapter 1 for certificates of formation under Section 10A-1-4.31. The filing of the certificate of formation by the Secretary of State effects the creation of a corporation for the purpose of establishing, maintaining, and operating a health care service plan as provided for in this article.
(Acts 1935, No. 544, p. 1157; Code 1940, T. 28, §305; Acts 1973, No. 1041, p. 1631, §1; §10-4-101; amended and renumbered by Act 2009-513, p. 967, §334; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.03 - Health Care Facilities Which May Participate.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.03 - Health Care Facilities Which May Participate.
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Section 10A-20-6.03
Health care facilities which may participate.
Any health care facility capable of entering into a binding contract may participate as a member of the corporation if the health care facility:
(1) Is approved by the appropriate state licensing agency having regulatory control over the facility; and
(2) Is accepted as a member by majority vote of the corporation's board of directors.
The corporation and all health care facilities approved and accepted for membership shall enter into contracts which shall govern their respective rights and obligations and which shall be adopted and may be altered, amended, or repealed by majority vote of the board of directors of the corporation. The board of directors of the corporation may terminate the membership and the contract of any health care facility for any cause deemed proper by it at any time by a majority vote. Such member may be reinstated by a majority vote of the board of directors.
(Acts 1935, No. 544, p. 1157; Acts 1939, No. 491, p. 710; Code 1940, T. 28, §307; Acts 1973, No. 1041, p. 1613, §1; §10-4-102; amended and renumbered by Act 2009-513, p. 967, §334.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.04 - Board of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.04 - Board of Directors.
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Section 10A-20-6.04
Board of directors.
The property and business of the corporation shall be managed by a board of directors with the powers and authority necessary or incidental to the purposes of the corporation. The board shall be composed of not less than 15 nor more than 27 directors. Public directors, who shall reflect the social, economic, and geographic characteristics of the population served by the corporation, shall constitute at least a majority of the board. Providers of health care and their representatives may also serve on the board, but in no event may constitute a majority thereof. Persons who derive income from the delivery or administration of health care or services shall not be eligible to serve as public directors. The bylaws of the corporation shall contain a provision requiring the board:
(1) To establish a procedure for the disclosure of and the determination of whether a person is a provider or a representative of a provider of health care and possible conflict of interest situations with respect to directors; and
(2) To establish and select an advisory committee consisting of not more than seven persons, not members of the board, who are knowledgeable in providing health services and whose functions shall be to consult with and advise the board of directors.
(Acts 1935, No. 544, p. 1157; Code 1940, T. 28, §306; Acts 1945, No. 50, p. 52, §2; Acts 1951, No. 946, p. 1615; Acts 1973, No. 1041, p. 1631, §1; §10-4-103; amended and renumbered by Act 2009-513, p. 967, §334.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.05 - Bylaws.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.05 - Bylaws.
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Section 10A-20-6.05
Bylaws.
The power to adopt, alter, amend, or repeal bylaws shall be vested in the board of directors. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation, including provisions for the number and selection of the board of directors, not inconsistent with this article.
(Acts 1935, No. 544, p. 1157; Code 1940, T. 28, §306; Acts 1945, No. 50, p. 52, §2; Acts 1951, No. 946, p. 1615; Acts 1973, No. 1041, p. 1631, §1; §10-4-104; amended and renumbered by Act 2009-513, p. 967, §334.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.06 - Altering, Amending, or Changing Certificate of Formation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.06 - Altering, Amending, or Changing Certificate of Formation.
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Section 10A-20-6.06
Altering, amending, or changing certificate of formation.
The corporation may change its corporate name, the location of its principal office, or make other alteration, amendment, or change in its certificate of formation, as may be desired in the following manner:
(1) Its board of directors by a majority vote thereof, either in person or by proxy, at any regular meeting of the board, or at any special meeting called for the purpose, shall adopt a resolution or resolutions setting forth the respect or respects in which the certificate of formation of the corporation shall be altered, amended, or changed;
(2) The report thereof, certified by the president or the secretary of the corporation under corporate seal, if any, shall be delivered to the Secretary of State for filing; and
(3) Upon the filing of same, its certificate of formation shall be deemed to be altered, amended, or changed; provided, that the certificate of alteration, amendment, or change shall contain only the provisions as would be lawful and proper to insert in an original certificate of formation made at the time of making the amendment.
(Acts 1935, No. 544, p. 1157; Code 1940, T. 28, §306; Acts 1945, No. 50, p. 52, §2; Acts 1951, No. 946, p. 1615; Acts 1973, No. 1041, p. 1631, §1; §10-4-105; amended and renumbered by Act 2009-513, p. 967, §334; Act 2020-73, §10.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-6/section-10a-20-6-07/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.07 - Certificates of Authority; Contracts With Public.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.07 - Certificates of Authority; Contracts With Public.
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Section 10A-20-6.07
Certificates of authority; contracts with public.
Every corporation organized under this article shall procure from the Commissioner of Insurance a certificate of authority to do business, for which the corporation shall pay the sum of two hundred dollars ($200), and the certificates of authority shall be renewed thereafter on or before the first day of March of each year. The corporation may then enter into contracts with the public, subject to the restrictions contained in this article, for benefits under its health service plan. It shall be the duty of the corporation to enter into contracts with and issue certificates to those of the public who may desire to avail themselves of the benefits of the health service plan and who, under its rules and regulations, make application and are eligible therefor. The contracts may provide for more than one class of services or benefits, may designate the person or persons, or the class of persons, entitled thereto, may designate the health care facilities and providers which render the services provided for, and may specify the charge or dues required to be paid for the services or benefits. No corporation shall issue or sell any contract until the form of the same has been filed with the Commissioner of Insurance.
(Acts 1935, No. 544, p. 1157; Acts 1936, Ex. Sess., No. 169, p. 199; Code 1940, T. 28, §308; Acts 1945, No. 50, p. 52, §3; Acts 1973, No. 1041, p. 1631, §1; §10-4-106; amended and renumbered by Act 2009-513, p. 967, §334.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.08 - License, Privilege, or Other Taxes by Municipalities or Counties Prohibited.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.08 - License, Privilege, or Other Taxes by Municipalities or Counties Prohibited.
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Section 10A-20-6.08
License, privilege, or other taxes by municipalities or counties prohibited.
No license, privilege, or other tax shall be charged any corporation organized under this article by or on behalf of any city or municipality of this state, and no license, privilege, or other tax in excess of the amount paid to the state under this article shall be charged any corporation by or on behalf of any county of this state.
(Acts 1935, No. 544, p. 1157; Acts 1939, No. 491, p. 710; Code 1940, T. 28, §314; §10-4-107; amended and renumbered by Act 2009-513, p. 967, §334.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.09 - Selection of Health Care Facility by Certificate Holders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.09 - Selection of Health Care Facility by Certificate Holders.
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Section 10A-20-6.09
Selection of health care facility by certificate holders.
Any holder in good standing of a certificate for a health service may select any health care facility which may be designated by a corporation to render the necessary health service thereunder.
(Acts 1935, No. 544, p. 1157; Code 1940, T. 28, §309; Acts 1973, No. 1041, p. 1631, §1; §10-4-108; amended and renumbered by Act 2009-513, p. 967, §334.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.10 - Regulation of Rates, Charges, Fees, and Dues.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.10 - Regulation of Rates, Charges, Fees, and Dues.
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Section 10A-20-6.10
Regulation of rates, charges, fees, and dues.
The rates, charges, fees, and dues to be paid by the public for benefits under a health service plan and for contracts or certificates covering same shall not be unreasonably high or excessive, shall be adequate to meet the liability assumed under the contracts and all expenses in connection therewith, shall be adequate for the safeness and soundness of the corporation, and shall take into account past and prospective loss experience. A health care service corporation shall file with the Commissioner of Insurance any change in its rates, charges, fees, and dues, and, as soon as reasonably possible after the filing has been made the commissioner shall, in writing, approve or disapprove the same, provided that, unless disapproved within 30 days after filing, the changed rates, charges, fees, or dues shall be deemed to be approved. The commissioner shall approve the rates, charges, fees, and dues which are consistent with and shall disapprove the rates, charges, fees, and dues which are not consistent with the standards and factors set forth in the first sentence of this section; provided, that notwithstanding the foregoing, when a filing of changes in rates, charges, fees, and dues for existing classifications of risks does not involve a change in the relationship between the rates and the expense portion thereof or does not involve a change of the element of expenses which are paid as a percentage of premiums and does not involve a change in rate relativities among the classifications on any basis other than loss experience, the changed rates in the filing shall become effective upon the date or dates specified in the filing and shall be deemed to meet the requirements of this section.
(Acts 1935, No. 544, p. 1157; Code 1940, T. 28, §311; Acts 1945, No. 50, p. 52, §4; Acts 1973, No. 1041, p. 1631, §1; §10-4-109; amended and renumbered by Act 2009-513, p. 967, §334.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.11 - Examination Power of Commissioner of Insurance.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.11 - Examination Power of Commissioner of Insurance.
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Section 10A-20-6.11
Examination power of Commissioner of Insurance.
The Commissioner of Insurance or any of his or her designated deputies or examiners shall have the power of visitation and examination into the affairs of the corporation, shall have free access to all books, papers, and documents that relate to the business of the corporation, and may summon and qualify witnesses under oath and examine them in relation to the affairs, transactions, and conditions of the corporation and make public disclosure of his or her findings. The examination shall be made at the expense of the corporation.
(Acts 1935, No. 544, p. 1157; Code 1940, T. 28, §311; Acts 1945, No. 50, p. 52, §4; Acts 1973, No. 1041, p. 1631, §1; §10-4-110; amended and renumbered by Act 2009-513, p. 967, §334.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.12 - Certificates for Agents; Filing of Health Service Certificates.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.12 - Certificates for Agents; Filing of Health Service Certificates.
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Section 10A-20-6.12
Certificates for agents; filing of health service certificates.
Persons representing a health care service corporation organized under this chapter in writing or soliciting health care certificates for the corporation, and the health care service corporation with respect thereto, shall be subject to Chapters 7 and 8A of Title 27.
(Acts 1935, No. 544, p. 1157; Code 1940, T. 28, §310; Acts 1973, No. 1041, p. 1631, §1; Act 2001-702, p. 1509, §15; §10-4-111; amended and renumbered by Act 2009-513, p. 967, §334.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.13 - Deposit of Securities With State Treasurer.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.13 - Deposit of Securities With State Treasurer.
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Section 10A-20-6.13
Deposit of securities with State Treasurer.
Every health care service corporation shall deposit with, and thereafter maintain on deposit with, the Treasurer of the State of Alabama bonds of the United States government or of the State of Alabama, or of any subdivision thereof, or first mortgages on real estate situated in Alabama securing an indebtedness not in excess of 50 percent of the appraised value thereof, subject to the approval of the Commissioner of Insurance, in an amount to be determined as of the first day of January of each year as follows:
(1) Every company whose gross annual premium receipts from business done within this state for the preceding year ending December 31 are less than fifty thousand dollars ($50,000) shall so deposit and maintain securities of par and market value not less than five thousand dollars ($5,000);
(2) Every company whose gross annual premium receipts so computed are in excess of fifty thousand dollars ($50,000) and less than one hundred fifty thousand dollars ($150,000) shall so deposit and maintain the securities of par and market value not less than ten thousand dollars ($10,000);
(3) Every company whose such gross annual premium receipts so computed are in excess of one hundred fifty thousand dollars ($150,000) and less than two hundred fifty thousand dollars ($250,000) shall so deposit and maintain the securities of par and market value not less than fifteen thousand dollars ($15,000); and
(4) Every such company whose such gross annual premium receipts so computed shall exceed the sum of two hundred fifty thousand dollars ($250,000) shall so deposit and maintain the securities of a par and market value of not less than twenty thousand dollars ($20,000); provided, that before any company shall be licensed to, or shall, engage in any business in this state, it shall so make an initial deposit of the securities of a par and market value not less than three thousand dollars ($3,000).
The securities so deposited may from time to time with the approval of the Commissioner of Insurance and the Treasurer be replaced by other authorized securities of equal value. The deposit so maintained shall constitute a trust fund primarily for the security of persons holding certificates or policies of the company.
(Acts 1935, No. 544, p. 1157; Code 1940, T. 28, §312; §10-4-112; amended and renumbered by Act 2009-513, p. 967, §334.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.14 - Filing of Annual Statements.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.14 - Filing of Annual Statements.
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Section 10A-20-6.14
Filing of annual statements.
(a) On or before the first day of March of each year, every company transacting business under this article in this state shall file with the Commissioner of Insurance a statement showing the amount of gross dues received by it for business done in this state during the preceding calendar year ending December 31 and the number of contracts or certificates outstanding.
(b) The corporation shall, annually, on or before the first day of March, file in the Office of the Commissioner of Insurance a statement, verified by at least two of the principal officers of the corporation, showing its condition on December 31 next preceding, which shall be in the form, and shall contain the matters, as the Commissioner of Insurance shall prescribe. Every corporation shall set up as the liability for unperformed contracts or unearned dues on all outstanding certificates 95 percent of the unearned net dues or charges collected on the contracts computed on a monthly basis, by net dues is meant the amount received by the corporation less acquisition costs. Every corporation shall at all times hold assets equal to the aggregate amount so computed over and above all other liabilities, but the Commissioner of Insurance shall allow to the credit of every company in the account of its financial condition all assets as are, or can be made, available for the payment of claims or losses in Alabama.
(Acts 1935, No. 544, p. 1157; Acts 1939, No. 491, p. 710; Code 1940, T. 28, §§314, 315; §10-4-113; amended and renumbered by Act 2009-513, p. 967, §334.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.15 - Review of Decisions, etc., by Commissioner of Insurance.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.15 - Review of Decisions, etc., by Commissioner of Insurance.
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Section 10A-20-6.15
Review of decisions, etc., by Commissioner of Insurance.
All decisions, findings, and orders of the Commissioner of Insurance made under this article shall be subject to review, revision, and reversal by proper proceedings brought in any court of competent jurisdiction within 30 days from the date of the decision, finding, or order; and the decision of the court may be reviewed by appeal.
(Acts 1935, No. 544, p. 1157; Code 1940, T. 28, §313; Acts 1973, No. 1041, p. 1631, §1; §10-4-114; amended and renumbered by Act 2009-513, p. 967, §334.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 6 - Health Care Services Plans.›Section 10A-20-6.16 - Applicability of Insurance Laws.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 6 - Health Care Services Plans. › Section 10A-20-6.16 - Applicability of Insurance Laws.
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Section 10A-20-6.16
Applicability of insurance laws.
(a) No statute of this state applying to insurance companies shall be applicable to any corporation organized under this article and amendments thereto or to any contract made by the corporation; except the corporation shall be subject to the following:
(1) The provisions regarding annual premium tax to be paid by insurers on insurance premiums.
(2) Chapter 55 of Title 27.
(3) Article 2 and Article 3 of Chapter 19 of Title 27.
(4) Section 27-1-17.
(5) Chapter 56 of Title 27.
(6) Rules adopted by the Commissioner of Insurance pursuant to Sections 27-7-43 and 27-7-44.
(7) Chapter 54 of Title 27.
(8) Chapter 57 of Title 27.
(9) Chapter 58 of Title 27.
(10) Chapter 59 of Title 27.
(11) Chapter 54A of Title 27.
(12) Chapter 12A of Title 27.
(13) Chapter 2B of Title 27.
(14) Chapter 29 of Title 27.
(15) Chapter 62 of Title 27.
(16) Chapter 63 of Title 27.
(17) Chapter 45A of Title 27.
(b) The provisions in subsection (a) that require specific types of coverage to be offered or provided shall not apply when the corporation is administering a self-funded benefit plan or similar plan, fund, or program that it does not insure.
(Acts 1939, No. 491, p. 710; Code 1940, T. 28, §316; Acts 1969, Ex. Sess., No. 27, p. 73; Acts 1993, No. 93-679, p. 1291, §8; Act 2000-595, p. 1185, §9; Act 2000-795, p. 1876, §6; Act 2001-445, p. 573, §1; Act 2001-477, p. 640, §10; Act 2001-702, p. 1509, §22; Act 2002-511, p. 1315, §1; Act 2004-502, p. 969, §7; Act 2007-389, p. 778, §5; Act 2008-502, p. 1106, §4; §10-4-115; amended and renumbered by Act 2009-513, p. 967, §334; Act 2012-298, p. 647, §3; Act 2012-429, p. 1170, §6; Act 2014-377, p. 1407, §7; Act 2014-324, p. 1151, §1; Act 2017-377, §1; Act 2018-406, §1(b)(1); Act 2019-98, §13; Act 2021-341, §3; Act 2021-236, §2.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.01 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.01 - Definitions.
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Section 10A-20-7.01
Definitions.
For the purposes of this article, the following terms shall have the meanings respectively ascribed to them by this section:
(1) BOARD OF DIRECTORS. The board of directors of the corporation created under this article.
(2) CORPORATION. An Alabama industrial development corporation created under this article.
(3) FINANCIAL INSTITUTION. Any banking, mortgaging corporation or trust company, savings and loan association, insurance company or related corporation, partnership, foundation, pension funds or other institution engaged primarily in lending or investing funds.
(4) LOAN LIMIT. For any member, the maximum amount permitted to be outstanding at one time on loans made by the member to the corporation, as determined under the provision of this article.
(5) MEMBER. Any financial institution authorized to do business within this state which shall undertake to lend money to a corporation created under this article, upon its call and in accordance with the provisions of this article.
(6) STATE. The State of Alabama.
(Acts 1969, No. 322, p. 681, §1; §10-4-130; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.02 - Incorporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.02 - Incorporation.
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Section 10A-20-7.02
Incorporation.
(a) Five or more financial institutions or persons, a majority of whom shall be residents of this state, who may desire to create an industrial development corporation under the provisions of this article for the purpose of promoting, developing, and advancing the prosperity and economic welfare of the state and, to that end, to exercise the powers and privileges provided in this article may be incorporated by delivering to the Secretary of State for filing a certificate of formation. The filing of the certificate shall be accompanied by a filing fee in the amount prescribed to be paid to the Secretary of State under Section 10A-1-4.31 in connection with the filing of a certificate of formation. The certificate of formation shall contain:
(1) The name of the corporation which shall include the words "industrial development corporation of Alabama."
(2) The location of the principal office of the corporation, but the corporation may have offices in other places within the state as may be fixed by the board of directors.
(3) The purposes for which the corporation is founded, which shall be to promote, stimulate, develop, and advance the business prosperity and economic welfare of Alabama and its citizens, to encourage and assist through loans, investments, or other business transactions in the location of new business and industry in this state, to rehabilitate and assist existing business and industry, to stimulate and assist in the expansion of all kinds of business activity which will tend to promote the business development and maintain the economic stability of this state, to provide maximum opportunities for employment, encourage thrift, and improve the standard of living of the citizens of this state, to cooperate and act in conjunction with other organizations, public or private, in the promotion and advancement of industrial, commercial, agricultural, and recreational developments in this state, and to provide financing for the promotion, development, and conduct of all kinds of business activity in this state.
(4) The names and post office addresses of the members of the first board of directors, who, unless otherwise provided by the governing documents, shall hold office for the first year of existence of the corporation or until their successors are elected and have qualified.
(5) Any provision which the incorporators may choose to insert for the regulation of the business and for the conduct of the affairs of the corporation and any provision creating, dividing, limiting, and regulating the powers of the corporation, the directors, stockholders or any class of the stockholders, including, but not limited to, a list of the officers and provisions governing the issuance of stock certificates to replace lost or destroyed certificates; provided, that no provision shall be contained for cumulative voting for directors.
(6) The amount of authorized capital stock and the number of shares into which it is divided, the par value of each share and the amount of the capital with which it will commence business, and, if there is more than one class of stock, a description of the different classes, the names and post office addresses of the subscribers of stock, and the number of shares subscribed by each. The aggregate of the subscription shall be the minimum amount of the capital with which the corporation shall commence business, which shall be not less than one hundred thousand dollars ($100,000). The certificate of formation may also contain any provision consistent with the laws of this state for the regulation of the affairs of the corporation.
(7) The certificate of formation shall be in writing, subscribed by not less than three natural persons competent to contract, acknowledged by each of the subscribers before an officer authorized to take acknowledgments, and filed in the office of the Secretary of State for approval. A duplicate copy so subscribed and acknowledged may also be filed.
(8) The certificate of formation shall recite that the corporation is organized under this article.
(b) The Secretary of State shall not approve the certificate of formation for a corporation organized under this article until a total of at least five national banks, state banks, mortgage banks, federal savings and loan associations, state savings and loan associations, domestic building and loan associations, pension funds, or insurance companies authorized to do business within this state, or any combination thereof, have agreed in writing to become members of the corporation; and the written agreement shall be filed with the Secretary of State with the certificate of formation and the filing of same shall be a condition precedent to the approval of the certificate of formation by the Secretary of State. Whenever the certificate of formation shall have been filed in the office of the Secretary of State and approved by him or her and all filing fees and taxes prescribed by Alabama statutes, including Section 10A-1-4.31, have been paid, the subscribers, their successors, and assigns shall constitute a corporation, and the corporation shall then be authorized to commence business and stock thereof to the extent herein, or hereafter, duly authorized may from time to time be issued.
(Acts 1969, No. 322, p. 681, §2; §10-4-131; amended and renumbered by Act 2009-513, p. 967, §336; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.03 - First Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.03 - First Meeting.
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Section 10A-20-7.03
First meeting.
(a) The first meeting of the corporation shall be called by a notice signed by three or more of the incorporators, stating the time, place, and purpose of the meeting, a copy of which notice shall be mailed or delivered to each incorporator at least five days before the day appointed for the meeting. The first meeting may be held without such notice upon agreement in writing to that effect, signed by all the incorporators. There shall be recorded in the minutes of the meeting a copy of the notice or of the unanimous agreement of the incorporators.
(b) At the first meeting, the incorporators shall organize by the choice, by ballot, of a temporary clerk, by the adoption of bylaws, by the election by ballot of directors, and by action upon such other matters within the powers of the corporation as the incorporators may see fit. The temporary clerk shall be sworn and shall make and attest a record of the proceedings. Ten of the incorporators shall be a quorum for the transaction of business.
(Acts 1969, No. 322, p. 681, §13; §10-4-132; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.04 - Powers of Corporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.04 - Powers of Corporation.
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Section 10A-20-7.04
Powers of corporation.
In furtherance of its purposes and in addition to the powers now or hereafter conferred on business corporations by Alabama statutes, the corporation shall, subject to the restrictions and limitations contained in this section, have the following powers:
(1) To elect, appoint, and employ officers, agents, and employees to make contracts and incur liabilities for any of the purposes of the corporation; provided, that the corporation shall not incur any secondary liability by way of guaranty or endorsement of the obligations of any person, firm, corporation, joint stock company, association, or trust or in any other manner.
(2) To borrow money from its members and the small business administration and any other similar federal agency for any of the purposes of the corporation, to issue therefor its bonds, debentures, notes, or other evidences of indebtedness, whether secured or unsecured, and to secure the same by mortgage, pledge, deed of trust, or other lien on its property, franchises, rights, and privileges of every kind and nature, or any part thereof of interest therein, without securing stockholder or member approval.
(3) To make loans to any person, firm, corporation, joint-stock company, association, or trust and to establish and regulate the terms and conditions with respect to the loans and the charges for interest and service connected therewith; provided, however, that the corporation shall not approve any application for a loan unless and until the person applying for the loan shall show that the person has applied for the loan through ordinary banking channels and that the loan has been refused by at least one bank or other financial institution.
(4) To purchase, receive, hold, lease, or otherwise acquire and to sell, convey, transfer, lease, or otherwise dispose of real and personal property, together with the rights and privileges as may be incidental and appurtenant thereto and the use thereof, including, but not restricted to, any real or personal property acquired by the corporation from time to time in the satisfaction of debts or enforcement of obligations.
(5) To acquire the goodwill, business, rights, real and personal property, and other assets, or any part thereof or interest therein, of any persons, firms, corporations, joint-stock companies, associations, or trusts and to assume, undertake or pay the obligations, debts, and liabilities of any person, firm, corporation, joint-stock company, association, or trust, to acquire improved or unimproved real estate for the purpose of constructing industrial plants or other business establishments thereon or for the purpose of disposing of the real estate to others for the construction of industrial plants or other business establishments and to acquire, construct or reconstruct, alter, repair, maintain, operate, sell, convey, transfer, lease, or otherwise dispose of industrial plants or business establishments.
(6) To acquire, subscribe for, own, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of the stock, shares, bonds, debentures, notes, or other securities and evidences of interest in, or indebtedness of, any person, firm, corporation, joint-stock company, association, or trust and, while the owner or holder thereof, to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon.
(7) To mortgage, pledge, or otherwise encumber any property, right, or thing of value acquired pursuant to the powers contained in subdivision (4), (5), or (6) as security for the payment of any part of the purchase price thereof.
(8) To cooperate with, and avail itself of, the facilities of the United States Department of Commerce, the state planning and industrial development board, and any other similar state or federal governmental agencies and to cooperate with, assist, and otherwise encourage organizations in the various communities of the state in the promotion, assistance, and development of the business prosperity and economic welfare of the communities, of this state or of any part thereof.
(9) To do all acts and things necessary or convenient to carry out the powers expressly granted in this article.
(Acts 1969, No. 322, p. 681, §3; §10-4-133; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.05 - Membership - Application; When Effective.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.05 - Membership - Application; When Effective.
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Section 10A-20-7.05
Membership - Application; when effective.
Any financial institution may request membership in the corporation by making application to the board of directors on the form in the manner as the board of directors may require, and membership shall become effective upon acceptance of the application by the board.
(Acts 1969, No. 322, p. 681, §5; §10-4-134; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.06 - Membership - Withdrawal.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.06 - Membership - Withdrawal.
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Section 10A-20-7.06
Membership - Withdrawal.
(a) Membership in the corporation shall be for the duration of the corporation; provided, that upon written notice given to the corporation five years in advance, a member may withdraw from membership in the corporation at the expiration date of the notice.
(b) A member shall not be obligated to make any loans to the corporation pursuant to calls made subsequent to notice of the intended withdrawal of the member.
(Acts 1969, No. 322, p. 681, §6; §10-4-135; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.07 - Directors and Officers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.07 - Directors and Officers.
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Section 10A-20-7.07
Directors and officers.
(a) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president, a vice-president, a secretary, a treasurer, and other officers and agents as the corporation by its bylaws shall authorize. The board of directors shall consist of a number not less than 15 nor more than 21, as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members and shall choose, or appoint, all the agents and officers of the corporation and fill all vacancies except vacancies in the office of a director, which shall be filled as provided in this section. The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual meeting, which annual meeting shall be held during the month of January or, if no annual meeting shall be held in the year of incorporation, then within 90 days after the approval of the certificate of formation at a special meeting as provided in this section. At each annual meeting or at each special meeting, held as provided in this section, the members of the corporation shall elect two thirds of the board of directors, and the stockholders shall elect the remaining directors. The directors shall hold office until the next annual meeting of the corporation, or special meeting held in lieu of the annual meeting after the election, and until their successors are elected and qualified, unless sooner removed in accordance with the provisions of the bylaws. Any vacancy in the office of a director elected by the members shall be filled by the directors elected by the members, and any vacancy in the office of a director elected by the stockholders shall be filled by the directors elected by the stockholders.
(b) Directors and officers shall not be responsible for losses unless the same shall have been occasioned by the willful misconduct of the directors and officers.
(Acts 1969, No. 322, p. 681, §9; §10-4-136; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.08 - Corporation to Be State Development Company.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.08 - Corporation to Be State Development Company.
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Section 10A-20-7.08
Corporation to be state development company.
Any corporation organized under this article shall be a state development company, as defined in the Small Business Investment Act of 1958, or any other similar federal legislation, and shall be authorized to operate on a statewide basis.
(Acts 1969, No. 322, p. 681, §17; §10-4-137; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.09 - Powers of Stockholders and Members.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.09 - Powers of Stockholders and Members.
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Section 10A-20-7.09
Powers of stockholders and members.
(a) The stockholders and the members of the corporation shall have the following powers of the corporation:
(1) To determine the number of and elect directors as provided in Section 10A-20-7.07.
(2) To make, amend, and repeal bylaws.
(3) To amend this charter as provided in Section 10A-20-7.20.
(4) To dissolve the corporation as provided in Section 10A-20-7.22.
(5) To do all things necessary or desirable to secure aid, assistance loans, and other financing from any financial institutions and from any agency established under the Small Business Investment Act of 1958, or other similar federal laws now or hereafter enacted.
(6) To exercise the other of the powers of the corporation consistent with this article as may be conferred on the stockholders and the members by the bylaws.
(b) As to all matters requiring action by the stockholders and the members of the corporation, the stockholders and members shall vote separately thereon by classes and, except as otherwise provided in this article, the matters shall require the affirmative vote of a majority of the votes to which the stockholders present or represented at the meeting shall be entitled and the affirmative vote of a majority of the votes to which the members present or represented at the meeting shall be entitled.
(c) Each stockholder shall have one vote, in person or by proxy, for each share of capital stock held, and each member shall have one vote, in person or by proxy; except, that any member having a loan limit of more than one thousand dollars ($1,000) shall have one additional vote, in person or by proxy, for each additional one thousand dollars ($1,000) which the member is authorized to have outstanding on loans to the corporation at any one time as determined under subdivision (3)b. of Section 10A-20-7.11.
(Acts 1969, No. 322, p. 681, §7; §10-4-138; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.10 - Rights to Shares, Bonds, Securities, or Other Evidences of Corporate Indebtedn...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.10 - Rights to Shares, Bonds, Securities, or Other Evidences of Corporate Indebtedness.
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Section 10A-20-7.10
Rights to shares, bonds, securities, or other evidences of corporate indebtedness.
(a) Notwithstanding any rule at common law, any provision of any general or special law or any provision in their respective charters, agreements of association, certificate of formation, or trust indentures:
(1) Any person, including all domestic corporations organized for the purpose of carrying on business within this state, and further including, without implied limitation, public utility companies, insurance companies, foreign corporations licensed to do business within this state, all financial institutions, as defined in Section 10A-20-7.01, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation and, while owners of the stock, to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state, except as otherwise provided in this article; provided, however, that a financial institution which does not become a member of the corporation shall not be permitted to acquire any shares of the capital stock of the corporation;
(2) All financial institutions are hereby authorized to become members of the corporation and to make loans to the corporation as provided in Section 10A-20-7.11; and
(3) Each financial institution which becomes a member of the corporation is hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation and, while owners of the stock, to exercise all the rights, powers, and privileges of ownership, including the right to vote thereon, all without the approval of any regulatory authority of the state; provided, that the amount of the capital stock of the corporation which may be acquired by any member pursuant to the authority granted in this section shall not exceed 10 percent of the loan limit of the member.
(b) The amount of capital stock of the corporation which any member is authorized to acquire pursuant to the authority granted in this section is in addition to the amount of capital stock in corporations which the member may otherwise be authorized to acquire.
(Acts 1969, No. 322, p. 681, §4; §10-4-139; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.11 - Loans to Corporation by Members.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.11 - Loans to Corporation by Members.
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Section 10A-20-7.11
Loans to corporation by members.
Each member of the corporation shall make loans to the corporation as and when called upon by it to do so on the terms and other conditions as shall be approved from time to time by the board of directors, subject to the following conditions:
(1) All loan limits shall be established at the one thousand dollars ($1,000) amount nearest to the amount computed in accordance with the provisions of this section.
(2) No loan to the corporation shall be made if immediately thereafter the total amount of the obligations of the corporation would exceed 50 times the amount then paid in on the outstanding capital stock of the corporation.
(3) The total amount outstanding on loans to the corporation made by any member at any one time, when added to the amount of the investment in the capital stock of the corporation then held by the member, shall not exceed:
a. Twenty percent of the total amount then outstanding on loans to the corporation by all members, including in the total amount outstanding amounts validly called for loan but not yet loaned.
b. The following limit, to be determined as of the time the member becomes a member on the basis of the audited balance sheet of the member at the close of its fiscal year immediately preceding its application for membership or, in the case of an insurance company, its last annual statement to the State Insurance Commissioner:
1. Two and one-half percent of the capital and surplus of commercial banks and trust companies;
2. One half of one percent of the total outstanding loans made by savings and loan associations, and building and loan associations;
3. Two and one-half percent of the capital and unassigned surplus of stock insurance companies, except fire insurance companies;
4. Two and one-half percent of the unassigned surplus of mutual insurance companies, except fire insurance companies;
5. One tenth of one percent of the assets of fire insurance companies; and
6. The limits as may be approved by the board of directors of the corporation for other financial institutions.
(4) Subject to subdivision (3)a., each call made by the corporation shall be prorated among the members of the corporation in substantially the same proportion that the adjusted loan limit of each member bears to the aggregate of the adjusted loan limits of all members. The adjusted loan limit of a member shall be the amount of the member's loan limit, reduced by the balance of outstanding loans made by the member to the corporation and the investment in capital stock of the corporation held by the member at the time of the call.
(5) All loans to the corporation by members shall be evidenced by bonds, debentures, notes, and other evidences of indebtedness of the corporation, which shall be freely transferable at all times and which shall bear interest at a rate of not less than one quarter of one percent in excess of the rate of interest determined by the board of directors to be the prime rate prevailing at the date of issuance thereof on unsecured commercial loans.
(Acts 1969, No. 322, p. 681, §5; §10-4-140; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.12 - Credit of State Not to Be Pledged.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.12 - Credit of State Not to Be Pledged.
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Section 10A-20-7.12
Credit of state not to be pledged.
Under no circumstances shall the credit of the state be pledged to any corporation organized under this article.
(Acts 1969, No. 322, p. 681, §16; §10-4-141; amended and renumbered by Act 2009-513, p. 967, §336.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-7/section-10a-20-7-13/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.13 - Taking of Security by Mortgage or Otherwise.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.13 - Taking of Security by Mortgage or Otherwise.
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Section 10A-20-7.13
Taking of security by mortgage or otherwise.
Notwithstanding the provisions of any other law of this state, now or hereinafter enacted, any corporation organized under this article shall be authorized to take and receive security by a mortgage, or otherwise, on property, real and personal.
(Acts 1969, No. 322, p. 681, §20; §10-4-142; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.14 - Tax Exemptions, Credits, and Privileges.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.14 - Tax Exemptions, Credits, and Privileges.
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Section 10A-20-7.14
Tax exemptions, credits, and privileges.
Any tax exemptions, tax credits, or tax privileges granted to banks, savings and loan associations, trust companies, and other financial institutions by any general laws are granted to corporations organized pursuant to this article.
(Acts 1969, No. 322, p. 681, §18; §10-4-143; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.15 - Occupational License Taxes.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.15 - Occupational License Taxes.
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Section 10A-20-7.15
Occupational license taxes.
Every corporation organized and engaged in business under this article shall pay an annual state occupational license tax of fifty dollars ($50). Counties and municipalities are authorized in addition to levy an occupational license tax.
(Acts 1969, No. 322, p. 681, §19; §10-4-144; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.16 - Setting Apart of Earned Surplus.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.16 - Setting Apart of Earned Surplus.
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Section 10A-20-7.16
Setting apart of earned surplus.
Each year, the corporation shall set apart as earned surplus not less than 10 percent of its net earnings for the preceding fiscal year until the surplus shall be equal in value to one half of the amount paid in on the capital stock then outstanding. Whenever the amount of surplus established herein shall become impaired, it shall be built up again to the required amount in the manner provided for its original accumulation. Net earnings and surplus shall be determined by the board of directors, after providing for such reserves as the directors deem desirable, and the determination of the directors made in good faith shall be conclusive on all persons.
(Acts 1969, No. 322, p. 681, §10; §10-4-145; amended and renumbered by Act 2009-513, p. 967, §336.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-7/section-10a-20-7-17/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.17 - Deposit of Funds in Designated Depository.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.17 - Deposit of Funds in Designated Depository.
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Section 10A-20-7.17
Deposit of funds in designated depository.
The corporation shall not deposit any of its funds in any banking institution unless the institution has been designated as a depository by a vote of a majority of the directors present at an authorized meeting of the board of directors, exclusive of any director who is an officer or director of the depository so designated. The corporation shall not receive money on deposit.
(Acts 1969, No. 322, p. 681, §11; §10-4-146; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.18 - Annual Examination and Reports.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.18 - Annual Examination and Reports.
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Section 10A-20-7.18
Annual examination and reports.
The corporation shall be examined at least once annually by a certified public accountant and shall file reports of its condition annually with the Secretary of State, who in turn shall make copies of the reports available to the Governor. The corporation shall pay the actual cost of the examinations. The Alabama Banking Code applies where the code is not in conflict with this article.
(Acts 1969, No. 322, p. 681, §12; §10-4-147; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.19 - Fiscal Year.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.19 - Fiscal Year.
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Section 10A-20-7.19
Fiscal year.
Corporations organized under this article shall adopt the calendar year as their fiscal year.
(Acts 1969, No. 322, p. 681, §22; §10-4-148; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.20 - Amendment of Certificate of Formation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.20 - Amendment of Certificate of Formation.
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Section 10A-20-7.20
Amendment of certificate of formation.
(a) The certificate of formation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and the amendments shall require approval by the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled; provided, that no amendment of the certificate of formation which is inconsistent with the general purposes expressed in this article, which authorizes any additional class of capital stock to be issued or which eliminates or curtails the right of the state Comptroller to examine the corporation or the obligation of the corporation to make reports as provided in Section 10A-20-7.18 shall be made; and provided further, that no amendment of the certificate of formation which increases the obligation of a member to make loans to the corporation, makes any change in the principal amount, interest rate, maturity date, in the security or credit position of any outstanding loan of a member to the corporation, affects a member's right to withdraw from membership as provided in this article, or affects a member's voting rights as provided in this article shall be made without the consent of each member affected by the amendment.
(b) Within 30 days after any meeting at which an amendment of the certificate of formation has been adopted, a certificate of amendment signed and sworn to by the president, treasurer, and a majority of the directors, setting forth the amendment and due adoption thereof, together with the filing fee prescribed by Section 10A-1-4.31 payable to the Secretary of State in connection with filing an amendment to a certificate of formation, shall be submitted to the Secretary of State who shall examine them and, if he or she finds that they conform to the requirements of this article, shall so certify and endorse his or her approval thereon. Thereupon, the certificate of amendment shall be filed in the office of the Secretary of State, and no such amendment shall take effect until the certificate of amendment has been filed.
(Acts 1969, No. 322, p. 681, §8; §10-4-149; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.21 - Duration of Corporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.21 - Duration of Corporation.
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Section 10A-20-7.21
Duration of corporation.
The period of duration of the corporation shall be 50 years, subject, however, to the right of the stockholders and the members to dissolve the corporation prior to the expiration of the period as provided in Section 10A-20-7.22.
(Acts 1969, No. 322, p. 681, §14; §10-4-150; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.22 - Dissolution.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.22 - Dissolution.
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Section 10A-20-7.22
Dissolution.
A corporation may, upon the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled, dissolve the corporation. Upon dissolution of the corporation, none of the corporation's assets shall be distributed to the stockholders until all sums due the members of the corporation as creditors thereof have been paid in full.
(Acts 1969, No. 322, p. 681, §15; §10-4-151; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 7 - Industrial Development Corporation.›Section 10A-20-7.23 - Applicability of Laws Regulating Securities.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 7 - Industrial Development Corporation. › Section 10A-20-7.23 - Applicability of Laws Regulating Securities.
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Section 10A-20-7.23
Applicability of laws regulating securities.
The provisions of Title 8 and any other laws of this state regulating the issue, registration, and sale of securities shall not apply to any security issued by a corporation organized under this article.
(Acts 1969, No. 322, p. 681, §21; §10-4-152; amended and renumbered by Act 2009-513, p. 967, §336.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 8 - Local Fraternal Orders.›Section 10A-20-8.01 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.01 - Definitions.
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Section 10A-20-8.01
Definitions.
For the purposes of this article, the following terms shall have the meanings respectively ascribed to them by this section:
(1) AFFILIATED ORGANIZATIONS. Organizations or boards deriving their powers, functions, funds, and property directly from the parent organization, as defined in this section, or from its law-making body and does not mean organizations or boards organized under or answerable to any state organization, board, convention, or authority constituting a branch of the parent organization.
(2) CHANGE OF SOCIAL POLICIES. Any substantial and material change in or departure from the rules, social creed, jurisdictional system, authoritative pronouncements, or other fraternal law relating to the social standards, practices, or policies of the parent organization or its affiliated institutions, as the same existed at the time of affiliation or merger of the local organization, and which change is contrary to the way of life of the majority group.
(3) FRATERNAL ORDER. An organization wherein a group of men, women or men and women, are bound together for the purposes of advancing their educational, social or other benefits; also the relation of persons associating on the footing of brothers; also, a body or class of persons having common purposes and interests; brothers including sisters and sisters including brothers.
(4) FRATERNAL PROPERTY. All property, real, personal, or mixed, belonging to, or in the possession of, the local order, as defined in this section, or title to which is vested in the local order, or in trustee for the use and benefit of the local fraternal order or a corporation if the local fraternal order is incorporated, whether the use and benefit are expressed in title instruments or not.
(5) LOCAL FRATERNAL ORDER. Any chapter, order, club, lodge, association, mission, subdivision, active, alumni, or fraternal brotherhood, whether or not incorporated, in any city, town, or county in Alabama, which holds title to, or a fiduciary or trust interest in, property or the income therefrom and which is affiliated with, or recognizes the rules, administrative, jurisdictional, or other superior authority of, a larger denominational body of the same order. The term "local order" shall also include any organization organized in Alabama for fraternal, charitable, or educational purposes having title to, administrative supervision, or control, in trust, over property subject to any such higher jurisdiction or authority.
(6) MAJORITY GROUP. Sixty-five percent or more of membership, resident in Alabama, enrolled in any local fraternal order, not including members who are minors under the age of 19 years at the date of filing the complaint or, with respect to any corporation or group organized in Alabama for fraternal, charitable, or educational purposes, "majority group" means 65 percent, or more, of the adult membership resident in Alabama of any governing or voting board having voting authority in the control or administration of the organization.
(7) PARENT FRATERNAL ORDER. The larger denominational body or authority having jurisdiction over or affiliated with the local fraternity, alumni association, chapter, camp, lodge, mission, or fraternal order, having under the plan of organization of the particular fraternal order jurisdiction in the matter or practice of faith, rules, membership, property, social creed or pronouncements, or other organic or administrative function of that fraternal order, the designation "parent organization" being applicable to the authority whose action or interpretation is made the basis for relief and protection hereunder.
(8) TRUST CLAUSE. Any clause or provision inserted in a deed, transfer, will, or contract or which is required by the law or rules of the parent organization to be so inserted providing that property acquired by the local order, or in the name of trustees or a corporation for the use of the local organization, shall be held in trust for the use and benefit of the parent organization, or one or more of its affiliates, members, officers, or agents, or a clause in the deed, will, fraternal law, or rules providing substantially as follows:
In trust, that the premises shall be used, kept, and maintained as a place of fraternal work of the parent organization or as a place of residence for the use and occupancy of members of the parent organization subject to the rules, usage, and fraternal appointments of the order as from time to time authorized and declared by the law-making bodies of the fraternal organization.
(9) WITHDRAW or WITHDRAWAL. The voluntary action of the majority group taken or initiated to sever the affiliation, connection, or fraternal ties of the local organization with or from the parent organization as authorized by this article.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §1; §10-4-170; amended and renumbered by Act 2009-513, p. 967, §338.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 8 - Local Fraternal Orders.›Section 10A-20-8.02 - Right of Majority Group of Local Organization in Fraternal Property.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.02 - Right of Majority Group of Local Organization in Fraternal Property.
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Section 10A-20-8.02
Right of majority group of local organization in fraternal property.
The right and equity are hereby recognized and declared on behalf of the majority group of any local organization owning title to or an interest in fraternal property to preserve and protect the same from impairment or loss, to prevent fraternal property held subject to the trust clause from being converted to or used for an unintended or different use or purpose due to a change of social policies of the parent organization, and to be relieved of a material miscarriage of intent or understanding, failure of or departure from the intent or understanding of the local organization, or the majority group thereof, with respect to its use of the fraternal property or the conduct of its traditional social practices due to a change of social policies of the parent organization or of any one or more of its affiliated organizations.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §2; §10-4-171; amended and renumbered by Act 2009-513, p. 967, §338.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 8 - Local Fraternal Orders.›Section 10A-20-8.03 - Withdrawal From Parent Organization and Use of Fraternal Property Free From Tr...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.03 - Withdrawal From Parent Organization and Use of Fraternal Property Free From Trust Clause.
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Section 10A-20-8.03
Withdrawal from parent organization and use of fraternal property free from trust clause.
(a) The majority group of any local organization may withdraw from the parent organization and, upon withdrawal, shall be permitted to devote the fraternal property to the uses originally intended free of the influence of the trust clause; provided, that the facts upon which the right of withdrawal is conditioned under this section shall be judicially determined to exist in and by a judicial proceeding as provided for in this article.
(b) While this article is not intended to control any rules, fraternal, educational, social, or other formula or practice of the parent organization, one of its purposes is to afford an effective remedy and procedure for the preservation and protection of trust, charitable, educational, or fraternal property from impairment or loss thereof when the intended trust use thereof is threatened as a proximate result of subsequent action by the parent organization inconsistent with the basic intent or assumption inherent in, or expressed and fixed before, during, or in, the acquisition or dedication thereof.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §3; §10-4-172; amended and renumbered by Act 2009-513, p. 967, §338.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 8 - Local Fraternal Orders.›Section 10A-20-8.04 - Right to Set Up Unit Independent of Parent Corporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.04 - Right to Set Up Unit Independent of Parent Corporation.
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Section 10A-20-8.04
Right to set up unit independent of parent corporation.
Whenever, as a result of action of the parent organization, any of its authoritative subdivisions, or its law-making body the majority group of any local organization shall determine that there has been a change of social policies, within the meaning of this section, or that any act, declaration, law, policy, social creed, or jurisdictional system of the parent organization is contrary to the basic intent, understanding, or basic assumption existing between the contributors, donors, or grantors of the fraternal property and the local organization or between the contributors, grantors, or donors and any trustee of property held for the benefit of the local organization or held by, or for, the use of the local organization subject to the trust clause and whenever a majority group shall find and determine that the act, declaration, or policy of the parent organization is not only contrary to the basic intent, understanding, or assumption, but that acquiescence therein would be contrary to the welfare of the local organization or the peace, order, friendliness, or goodwill within the membership of the local organization, be inconsistent with the effective and harmonious continuation of fraternal work, or involve the organization in public controversy, thereupon the majority group shall have the right, without sacrifice or loss of any title, interest, or matured equity or rights in property, funds, or benefits, to set up a local organization or unit independent of the authority of the parent organization, and the local organization or unit so set up shall be in corporate form as may be provided for under the laws of Alabama for the formation of fraternal or nonprofit charity corporations.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §4; §10-4-173; amended and renumbered by Act 2009-513, p. 967, §338.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 8 - Local Fraternal Orders.›Section 10A-20-8.05 - Declaratory Actions - Institution of Action.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.05 - Declaratory Actions - Institution of Action.
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Section 10A-20-8.05
Declaratory actions - Institution of action.
Upon resolution or written declaration by the majority group, upon giving 30 days' notice to the parent organization, and upon giving like notice to the organization membership or the official governing body of the local organization, a corporation formed by the majority group shall be authorized to institute a civil action on behalf of itself and the majority group at the cost of the plaintiff if none of the defendants contest the action, otherwise, the costs to be taxed within the discretion of the circuit court of the county in which the local organization is located, for a judicial finding and declaratory action as provided in this section. Such proceeding or action shall state the facts as to the basis for relief from miscarriage of basic intent and understanding, as provided in this article, and any other factors or equities entitling the plaintiff to the relief sought.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §5; §10-4-174; amended and renumbered by Act 2009-513, p. 967, §338.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 8 - Local Fraternal Orders.›Section 10A-20-8.06 - Declaratory Actions - Service of Process.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.06 - Declaratory Actions - Service of Process.
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Section 10A-20-8.06
Declaratory actions - Service of process.
Service of process in an action or proceeding may be had on the local organization by service on its administrative authority, one or more senior or representative members or other similar authority of the organization by service on the parent organization by serving any representative official, members, or employees thereof, by service on the trustee, person, or corporation in which the record title to the fraternal property sought to be affected by the proceeding is held or vested, and by service on any other defendant having a justifiable interest in the relief sought. Service by publication or otherwise may be had on any nonresident in the manner provided in the Alabama Rules of Civil Procedure pertaining to class actions and other methods of service of process.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §6; §10-4-175; amended and renumbered by Act 2009-513, p. 967, §338.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 8 - Local Fraternal Orders.›Section 10A-20-8.07 - Declaratory Actions - Averments of Plaintiff.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.07 - Declaratory Actions - Averments of Plaintiff.
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Section 10A-20-8.07
Declaratory actions - Averments of plaintiff.
The plaintiff in an action may aver as a separate aspect or equity that the parent organization has made or sanctioned material changes in the laws, rules, social creed, or jurisdictional system with respect to social standards, practices, or policies which changes are opposed to the views, beliefs, or way of life of the majority group and which changes are substantially and materially different from the status of the laws, rules, social creed, or jurisdictional system of the parent organization with respect to its social standards, practices, or policies existing at the time the local organization became affiliated or merged with the parent organization, and may further aver that changes, insofar as they negate or depart from the basic intent and understanding of the majority group, are constructively fraudulent, collusive, or arbitrary, as those terms are defined or referred to in the law. Upon proof of the averments, the plaintiff shall be entitled to the relief provided by this article.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §8; §10-4-176; amended and renumbered by Act 2009-513, p. 967, §338.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 8 - Local Fraternal Orders.›Section 10A-20-8.08 - Declaratory Actions - Judgment.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.08 - Declaratory Actions - Judgment.
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Section 10A-20-8.08
Declaratory actions - Judgment.
If on final hearing the court shall find that the organization of the plaintiff corporation, subject to such further or amended conditions or provisions as the court may require or approve, is equitable and appropriate for administration as a fraternal or charitable trust and that the withdrawal of the fraternal property from subjection to the action complained of is equitable and appropriate under the cy-pres doctrine or otherwise, the court shall enter judgment accordingly, declaring the status, rights, and equities involved and, on final compliance, shall order its approval for the record, as well as grant any other relief appropriate in the premises.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §7; §10-4-177; amended and renumbered by Act 2009-513, p. 967, §338.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 8 - Local Fraternal Orders.›Section 10A-20-8.09 - Averments as to Loans From Parent Organization; Judgment to Provide for Repaym...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.09 - Averments as to Loans From Parent Organization; Judgment to Provide for Repayment and Lien for Unsecured Loans.
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Section 10A-20-8.09
Averments as to loans from parent organization; judgment to provide for repayment and lien for unsecured loans.
The complaint in any action authorized by this article shall state whether or not the local organization obtained from the parent organization or any of its affiliated organizations a loan or grant of funds with which to defray, in whole or in part, the cost of constructing or acquiring any of the buildings or real estate included in the fraternal property sought to be withdrawn, and if the loan or grant was obtained within 20 years prior to filing the complaint, then it shall aver the amount thereof and the date the loan or grant was obtained and whether, if it be a loan, it is secured by a lien instrument. If the court grants the right to withdraw as requested in the complaint and further grants a confirmation of title to property in the local organization, free of the trust clause, it shall determine the amount of the unsecured loan or grant and that the same was made within 20 years of filing the complaint, if that be true, and shall order that the loan, if unsecured, or grant shall be repaid without interest to the date of the judgment, within a reasonable time to be fixed by the court, as a condition to granting the relief sought and shall fix a lien on the fraternal property of the local organization to secure the repayment of the unsecured loan or grant.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §9; §10-4-178; amended and renumbered by Act 2009-513, p. 967, §338.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 8 - Local Fraternal Orders.›Section 10A-20-8.10 - Effect of Article on Existing Liens or Mortgages.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 8 - Local Fraternal Orders. › Section 10A-20-8.10 - Effect of Article on Existing Liens or Mortgages.
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Section 10A-20-8.10
Effect of article on existing liens or mortgages.
Nothing in this article shall be construed to affect the validity of any existing lien or mortgage on the fraternal property or part thereof.
(Acts 1961, Ex. Sess., No. 176, p. 2137, §10; §10-4-179; amended and renumbered by Act 2009-513, p. 967, §338.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 9 - Single-Tax and Other Mutual Economic Associations.›Section 10A-20-9.01 - Incorporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 9 - Single-Tax and Other Mutual Economic Associations. › Section 10A-20-9.01 - Incorporation.
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Section 10A-20-9.01
Incorporation.
Ten or more persons desiring to associate themselves together for nonprofit purposes in the sense of not paying interest or dividends on stock, but for mutual benefit through the application of cooperation, single-tax, or other economic principles, may become a body corporate in the manner following:
(1) The persons proposing to form the corporation shall deliver to the Secretary of State for filing a declaration in writing, setting out the name of the proposed corporation, the names of the charter members, and the purposes of the corporation, which declaration shall constitute its corporate charter, together with a filing fee in the amount prescribed by Chapter 1 for filing a certificate of formation.
(2) Upon the filing of such declaration, the corporation's existence begins, which shall be perpetual, subject to revocation at any time by the Legislature.
(Code 1907, §3573; Code 1923, §7046; Code 1940, T. 10, §168; Acts 1966, Ex. Sess., No. 445, p. 602, §1; Acts 1976, No. 584, p. 795; §10-4-190; amended and renumbered by Act 2009-513, p. 967, §340; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 9 - Single-Tax and Other Mutual Economic Associations.›Section 10A-20-9.02 - Officers; Constitution; Bylaws.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 9 - Single-Tax and Other Mutual Economic Associations. › Section 10A-20-9.02 - Officers; Constitution; Bylaws.
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Section 10A-20-9.02
Officers; constitution; bylaws.
Any corporation organized pursuant to this article may elect the officers as it may deem necessary, in such manner and for the terms as it may provide, and remove the same at any time, and adopt a constitution and bylaws as it may see fit not in conflict with the Constitution and laws of this state.
(Code 1907, §3573; Code 1923, §7046; Code 1940, T. 10, §168; Acts 1966, Ex. Sess., No. 445, p. 602, §1; Acts 1976, No. 584, p. 795; §10-4-191; amended and renumbered by Act 2009-513, p. 967, §340.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 9 - Single-Tax and Other Mutual Economic Associations.›Section 10A-20-9.03 - Powers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 9 - Single-Tax and Other Mutual Economic Associations. › Section 10A-20-9.03 - Powers.
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Section 10A-20-9.03
Powers.
A corporation formed pursuant to this article shall have the power to buy, sell, lease, and mortgage real estate, to build and operate wharves, boats, and other means of transportation and communication, to build, erect, and operate waterworks, electric lighting and power companies, libraries, schools, and parks, and to do any other lawful thing, incident to its purpose for the mutual benefit of its members and may admit other persons to participate in its benefits as it may see fit and upon conditions as it may impose.
(Code 1907, §3573; Code 1923, §7046; Code 1940, T. 10, §168; Acts 1966, Ex. Sess., No. 445, p. 602, §1; Acts 1976, No. 584, p. 795; §10-4-192; amended and renumbered by Act 2009-513, p. 967, §340.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 9 - Single-Tax and Other Mutual Economic Associations.›Section 10A-20-9.04 - Exemption of Certain Waterworks From Ad Valorem Taxes and State or County Lice...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 9 - Single-Tax and Other Mutual Economic Associations. › Section 10A-20-9.04 - Exemption of Certain Waterworks From Ad Valorem Taxes and State or County License Taxes on Gross Receipts.
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Section 10A-20-9.04
Exemption of certain waterworks from ad valorem taxes and state or county license taxes on gross receipts.
All associations or corporations heretofore or hereafter organized pursuant to this article for the purpose of operating waterworks for unincorporated areas shall be exempt from the payment of all state, county, municipal, or other ad valorem taxes and shall be exempt from paying any state or county license tax on any gross receipts of the association or corporation.
(Code 1907, §3573; Code 1923, §7046; Code 1940, T. 10, §168; Acts 1966, Ex. Sess., No. 445, p. 602, §1; Acts 1976, No. 584, p. 795; §10-4-193; amended and renumbered by Act 2009-513, p. 967, §340.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-9/section-10a-20-9-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 9 - Single-Tax and Other Mutual Economic Associations.›Section 10A-20-9.05 - Recognition of Associations of Lessees, etc.; Arbitration of Certain Disputes...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 9 - Single-Tax and Other Mutual Economic Associations. › Section 10A-20-9.05 - Recognition of Associations of Lessees, etc.; Arbitration of Certain Disputes Arising Under Real Estate Leases.
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Section 10A-20-9.05
Recognition of associations of lessees, etc.; arbitration of certain disputes arising under real estate leases.
(a) Any corporation organized under this article for the purpose of demonstrating the single tax principal shall, as soon as practicable after August 25, 1976, amend its corporate charter to provide that it will recognize an association of its lessees and will deal with representatives of the association on any and all matters relating to leased corporate lands in any manner.
(b) Any corporation organized under this article for the purpose of demonstrating the single tax principal shall, as soon as practicable after August 25, 1976, amend its corporate charter to provide that any lease agreement covering real estate shall provide that the lessee may give written notice to the lessor that the lessee objects to the amount of the rent claimed or requested by the lessor. Upon receipt of the written notice, the lessor and the lessee, or any association of lessees when the individual lessee so desires, shall each designate a person to be an arbitrator and the two thus chosen shall select a third. These arbitrators shall meet and, after a hearing wherein both the lessor and the lessee are allowed to present evidence, they shall fix the amount of the rent by arbitration. This determination shall be binding on both parties.
(c) Any corporation organized under this article for the purpose of demonstrating the single tax principal shall, as soon as practicable after August 25, 1976, amend its corporate charter to provide that any lease agreement covering real estate shall provide that the lessee may give written notice to the lessor that the lessee objects to the amount of the compensation for sale or transfer of improvements imposed or requested by the lessor. Upon receipt of the written notice, the lessor and the lessee, or any association of lessees when the individual lessee so desires, shall each designate a person to be an arbitrator and the two thus chosen shall select a third. These arbitrators shall meet and, after a hearing wherein both the lessor and the lessee are allowed to present evidence, they shall fix the amount of the compensation by arbitration. This determination shall be binding on both parties. The arbitration shall be to determine what is the fair market value.
(d) The provisions of this section shall apply to all leases in effect on August 25, 1976, in the State of Alabama where the lessor is a corporation organized under this article.
(e) Subsections (b) and (c) of this section shall apply to all leases executed after August 25, 1976, applying to real estate in the State of Alabama where the lessor is a corporation organized under this article.
(Acts 1976, No. 282, p. 314; Acts 1976, No. 606, p. 822; §10-4-194; amended and renumbered by Act 2009-513, p. 967, §340.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 10 - Private Foundations.›Section 10A-20-10.01 - Restrictions; Powers of Courts and Attorney General Not Impaired.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 10 - Private Foundations. › Section 10A-20-10.01 - Restrictions; Powers of Courts and Attorney General Not Impaired.
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Section 10A-20-10.01
Restrictions; powers of courts and Attorney General not impaired.
(a) Notwithstanding any provision to the contrary in the certificate of formation, other governing instrument, or under any other law of this state, and except as otherwise provided by court order, or by a provision in the certificate of formation or other governing instrument, which in either case is entered or made after August 11, 1971, and expressly limits the applicability of this section, a corporation which is, or is treated as, a private foundation, as defined in Section 509 of the Internal Revenue Code of 1986, as amended, during the period it is, or is treated as, a private foundation:
(1) Shall not engage in any act of self-dealing as defined in Section 4941 (d) thereof;
(2) Shall distribute, for the purposes specified in its certificate of formation, for each taxable year not less than the amounts at the time and in the manner as not to become subject to the tax on undistributed income imposed by Section 4942 thereof;
(3) Shall not, if Section 4943 thereof is applicable, retain any excess business holdings as defined in subsection (c) of that section beyond the period permitted by that section;
(4) Shall not make any investment in a manner as to subject it to tax under Section 4944 thereof; and
(5) Shall not make any taxable expenditures as defined in Section 4945 (d) thereof.
(b) Nothing in this section shall impair the rights and powers of the courts or the Attorney General of this state with respect to any corporation described in this section. The provisions of this section shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that the application would be contrary to the terms of the certificate of formation or other instrument governing the corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to this section.
(c) All references to sections of the Internal Revenue Code of 1986, as amended, shall include future amendments to the sections and corresponding provisions of future internal revenue laws.
(Acts 1971, No. 230, p. 533, §§1-3; Acts 1971, No. 2275, p. 3664, §§1-3; §10-4-210; amended and renumbered by Act 2009-513, p. 967, §342; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 11 - Alternation, Amendment, or Extension of Charter of Medical, Dental, Pharmaceutical, or Similar Associations.›Section 10A-20-11.01 - Alteration, Amendment, or Extension of Charter by Incorporated Medical, Denta...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 11 - Alternation, Amendment, or Extension of Charter of Medical, Dental, Pharmaceutical, or Similar Associations. › Section 10A-20-11.01 - Alteration, Amendment, or Extension of Charter by Incorporated Medical, Dental, Pharmaceutical, etc., Association.
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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 deliver to the Secretary of State for filing a certificate containing a copy of the resolution and certifying that it was adopted in the manner above provided; and
(3) Upon the filing of the certificate, together with payment of the filing fee prescribed by Chapter 1 for filing an amendment to a certificate of formation, the charter of the corporation shall stand altered, amended, or extended as therein shown.
(b) Any such alteration, amendment, or extension under subsection (a), may be made by changing or adding to the language of the act, or acts, of incorporation, declaration of incorporation, or certificate of incorporation of the corporation, as the case may be, or by changing or adding to the language of both or all of them. When any such corporation is now or hereafter may be charged by law with public or quasi-public functions, alterations to, or amendments or extensions of its charter shall in no manner add to, detract from, or modify the functions or the rights and duties of the corporation in reference thereto, but no alteration, amendment, or extension of the charter of any corporation so charged by law shall be made which will interfere with the discharge of the functions.
(Acts 1915, No. 155, p. 160; Code 1923, §§6983-6985; Code 1940, T. 10, §19; §10-1-1; amended and renumbered by Act 2009-513, p. 967, §344; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 12 - Alteration or Amendment of Charters of Corporations Not of a Business Character.›Section 10A-20-12.01 - Alteration or Amendment of Charter by Corporations Not of Business Character;...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 12 - Alteration or Amendment of Charters of Corporations Not of a Business Character. › 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.
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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 forth in the original declaration of incorporation, and the alterations and the amendments thereof, if any are desired;
(3) If it is desired to increase its powers as to the holding of real estate in area and value and of personal property in value, the declaration shall set forth the limitations prescribed as to these matters in the original certificate of formation, and any amendments heretofore made thereto, and shall also set forth the increase in area of real property it is desired to acquire and hold, together with the purposes for which it is desired, and the increase in value of personal property desired to be acquired and held, and the purpose for which it is desired, and if the purposes as so declared are not violative of any of the laws or public policies of the State of Alabama, the filing of the declaration shall authorize and empower the corporation to acquire and hold such additional real estate and personal property.
But no such change or alteration in the charter or the character of any corporation shall authorize it to exercise any power or to do any acts which similar corporations are not authorized to do under the laws existing at the time such alteration or amendment may be made, nor to decrease its capital stock below the minimum fixed by existing laws.
(b) The declaration provided in subsection (a) shall be verified by the affidavit of some one or more of the signers, stating that the statements contained therein are true, and the signers thereof signed the same in the presence of the affiant, or acknowledged their signatures thereto to him or her.
(c) The provisions of this section are cumulative and shall not be construed to repeal or supersede any laws not directly inconsistent herewith.
(Acts 1980, No. 80-462, p. 722; §10-1-3; amended and renumbered by Act 2009-513, p. 967, §346; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 13 - Retail Merchants' Associations.›Section 10A-20-13.01 - Retail Merchants; Authority to Form Corporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 13 - Retail Merchants' Associations. › Section 10A-20-13.01 - Retail Merchants; Authority to Form Corporation.
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Section 10A-20-13.01
Retail merchants; authority to form corporation.
Whenever 10 or more retail merchants wish to form an association, cooperative society, or corporation for nonprofit purposes in the sense of not paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in Chapter 4.
(Acts 1915, No. 412, p. 368; Code 1923, §7162; Code 1940, T. 10, §151; Acts 1984, No. 84-290, p. 502, §93; §10-4-260; amended and renumbered by Act 2009-513, p. 967, §348.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 14 - Wholesale Merchants' Associations.›Section 10A-20-14.01 - Wholesale Merchants; Authority to Form Corporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 14 - Wholesale Merchants' Associations. › Section 10A-20-14.01 - Wholesale Merchants; Authority to Form Corporation.
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Section 10A-20-14.01
Wholesale merchants; authority to form corporation.
Whenever 10 or more wholesale merchants wish to form an association, cooperative society, or corporation for nonprofit purposes in the sense of not paying interest or dividends on stock, but for mutual benefit through the application of cooperation or other economic principles, they may become a body corporate in the manner provided in Chapter 4.
(Acts 1951, No. 288, p. 572, §1; Acts 1984, No. 84-290, p. 502, §93; §10-4-280; amended and renumbered by Act 2009-513, p. 967, §350.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 15 - Water Power Companies.›Section 10A-20-15.01 - Rights, Powers, and Authority.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 15 - Water Power Companies. › Section 10A-20-15.01 - Rights, Powers, and Authority.
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Section 10A-20-15.01
Rights, powers, and authority.
All corporations organized under the general laws of this state, or heretofore under a special act of the Legislature, and all corporations organized under the laws of any other of the United States which have complied with the Constitution and laws of the State of Alabama as to foreign corporations and which by their charter have the right to manufacture, supply, and sell to the public power produced by water as a motive force, shall, after acquiring by purchase, or otherwise than by condemnation, a dam site or power site comprising not less than one acre of land upon each and opposite sides of any watercourse or after acquiring by purchase, or otherwise than by condemnation, a dam site comprising not less than one acre of land upon one side of any watercourse and, where the dam site on the other side of the watercourse is owned or controlled by the United States, shall have acquired the permission of the United States to attach to or use the lock, dam, or other property owned or controlled by the United States for an abutment site on the other side of the watercourse, in addition to other powers conferred by law, have the following rights, powers, and authority:
(1) To acquire by condemnation the lands and rights necessary for the construction and operation of the dam and works connected therewith or useful thereto, either up or downstream therefrom, and in case of non-navigable streams, to construct and operate at the site, or other point up or down the stream therefrom, and across the stream, a dam, together with all works incident, necessary, or related thereto, in connection therewith, to impound or divert water of any watercourse, or watercourses, of this state, to raise higher such dam and enlarge the works necessary, related, or incident thereto and to construct other works necessary, incident, or related thereto, either upstream or downstream therefrom, as may be required or deemed expedient by the corporation in the manufacture and supply of power produced by water as a motive force.
(2) To acquire by condemnation all lands, waters, interests, rights, or easements in lands or waters likely to be flooded or damaged by impounding or diverting the water of any watercourse in this state or its tributaries, or necessary for the construction or operation of dams or power houses, or works necessary, incident or related thereto, or likely or liable to be flooded or damaged by the construction, operation, or enlargement of the dams, or works incident, necessary, or related thereto, or damaged or taken in the construction, operation, or use of canals, tailraces, or exit ways necessary, useful, or convenient for the escape, conveyance, or return of the water used in the operation of the works or power plant.
(3) To acquire by condemnation the necessary lands for substations and transmission lines, but shall have no right to condemn a private residence nor the outhouse, garden, or orchard within the curtilage of a private residence, for a substation site or for rights-of-way for its transmission line or lines. The corporation shall have no right to condemn lands, water, or water rights in use for power purposes by another corporation upon the same watercourse, having similar powers and essential to its operations, or lands, water, or water rights held by such other corporation for power purposes where the lands, water, or rights in themselves and taken alone or in connection with other lands, water, or rights owned by the other corporation can be made the reasonable basis of a water power development of at least 1,000 continuous horsepower; but may condemn lands, hydraulic structures, water, or water rights held by the other corporation at any point upon the same watercourse, unless the lands, structures, or rights in themselves, taken alone or in connection with other lands or rights owned by the other corporation, can be made the reasonable basis of a water power development of at least 500 continuous horsepower; and may condemn lands, hydraulic structures, water, or water rights of the other corporation, at any point upon the same watercourse, in excess of the other corporation's actual facilities for using the same, independently of the actual or proposed works of the condemning party, for the manufacture of power by its plant as the same is already established at the time the condemnation proceeding is begun; provided, the plant of the other corporation has been in operation for five years or more preceding the commencement of the condemnation proceedings. Nor shall the corporation have the right to condemn the lands, hydraulic structures, water, or water rights of any cotton factory, at any point upon the same watercourse, in actual and prior use by it for the operation of its plant; but may condemn the lands, hydraulic structures, water, or water rights of the cotton factory in excess of what is actually in use, or may be used, at normal stages of the stream for the operation of its plant as already established at the time the condemnation proceeding is commenced. The corporation may by condemnation acquire the right to flood grist mills and industries in conjunction therewith, together with lands and water rights appertaining thereto. In all cases just compensation shall first be paid to the owner in the manner provided by law for all property taken.
(4) To acquire by condemnation the right to flood public and private ferries and the approaches thereto, but the corporation in the event of acquiring the property by condemnation, shall relocate and place public ferries and the approaches thereto in a condition satisfactory to the county commissions of the counties in which the public ferries are located.
(5) To acquire by condemnation the right to flood private roads and shall have the right to flood public roads by paying to the county commissions of counties in which public roads are the cost of locating, laying out, and opening other public roads in lieu of and to the same extent as the public roads flooded or intended to be flooded; but the corporation may appeal from the order of the county commission to the circuit court of the county within 30 days after the making of the order, by filing with the judge of probate of the county a written notice of appeal, and on the appeal the trial shall be de novo. Upon the payment by the corporation to the county commission of the sum fixed by the commission, together with the costs of the proceeding pending the appeal, and upon the execution of a bond in double the amount of the damages or amount so fixed, with good and sufficient sureties to pay the damages as the county may sustain, the corporation shall be entitled to flood the roads which are made the object of the proceeding; but such right shall not vest absolutely in the corporation until the final determination of the case and the payment or deposit in court of the damages or compensation as shall be adjudged.
(6) To acquire by condemnation ways and rights-of-way not exceeding a width of 100 feet for the total length of such rights-of-way upon which to erect tower, pole, or wire lines for the manufacture, supply, and sale of power produced by water as a motive force; but the corporation shall have no right without consent to construct and operate tower, pole, and wire lines upon the right-of-way of any steam or electric railroad, telegraph, or telephone company, except to cross the same, and the corporation shall have no right without consent to construct and operate tower, pole, and wire lines upon the right-of-way of another corporation having the power to manufacture, supply, and sell power, produced by water as a motive force, except to cross the same.
(7) To erect and operate tower, pole, and wire lines across, along and on public roads, subject to the regulation of the county commissions of the counties in which the roads are located.
(8) To acquire by condemnation ways and rights-of-way, not exceeding a width of 100 feet, for the total length of the rights-of-way for the purpose of constructing earth, steam, and electric roads for the transportation of material, equipment, and supplies required or useful in the construction, operation, and maintenance of the dam and works incidental and necessary thereto.
(9) To clear and remove from rights-of-way and from lands likely and liable to be flooded all timber and other growth, and the right and authority to remove outside of the rights-of-way such timber as may injure or endanger by shading, falling, or otherwise any of its works and for that purpose may acquire the timber by condemnation.
(10) Such corporations and public utility corporations shall have and exercise all the rights, powers, and privileges now and hereafter conferred upon public utility corporations.
(Code 1907, §§3627-3633, 3635; Acts 1923, No. 92, p. 79; Code 1923, §§7193-7199, 7201; Code 1940, T. 10, §§178-184, 186; §10-4-320; amended and renumbered by Act 2009-513, p. 967, §352.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 15 - Water Power Companies.›Section 10A-20-15.02 - Duty to Serve Public.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 15 - Water Power Companies. › Section 10A-20-15.02 - Duty to Serve Public.
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Section 10A-20-15.02
Duty to serve public.
Any corporation which exercises any of the rights conferred by this article shall, after the completion of its works and plants, be under the duty and obligation to the public to manufacture and sell to the public electric current produced at its plants; and any corporation manufacturing, selling, and supplying power, heat, light, or electricity produced by water as a motive force under this article must sell such power, heat, light, or electricity to any person or persons, municipal or other corporations, in order in which requests or demands are made for such light, heat, power, or electricity; provided, that nothing in this section shall be construed to require any corporation to furnish light, heat, power, or electricity to any person or corporation, until satisfied of the financial responsibility of the person or corporation, except in conformity with its reasonable rules and regulations and reasonable prices for the same and except as far as the capacity of its plant will permit.
(Code 1907, §3636; Code 1923, §7202; Code 1940, T. 10, §187; §10-4-321; amended and renumbered by Act 2009-513, p. 967, §352.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 15 - Water Power Companies.›Section 10A-20-15.03 - Procedure for Condemnation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 15 - Water Power Companies. › Section 10A-20-15.03 - Procedure for Condemnation.
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Section 10A-20-15.03
Procedure for condemnation.
The procedure for condemnation under this article shall be in the manner provided for the condemnation of lands and rights-of-way for public use in Chapter 1A of Title 18; or, at the option of the condemning party, in the manner provided in any other statute conferring the power of eminent domain on public utility corporations.
(Code 1907, §3637; Code 1923, §7203; Acts 1927, No. 610, p. 708; Code 1940, T. 10, §188; §10-4-322; amended and renumbered by Act 2009-513, p. 967, §352.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 15 - Water Power Companies.›Section 10A-20-15.04 - Dams Considered as Authorized by Legislature.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 15 - Water Power Companies. › Section 10A-20-15.04 - Dams Considered as Authorized by Legislature.
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Section 10A-20-15.04
Dams considered as authorized by Legislature.
Any dam erected in accordance with this article shall be considered a dam authorized by the Legislature of this state at the particular site selected and of the specific height and dimensions determined upon.
(Code 1907, §3634; Code 1923, §7200; Code 1940, T. 10, §185; §10-4-323; amended and renumbered by Act 2009-513, p. 967, §352.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 16 - Liability of Officers of Nonprofit Organizations.›Section 10A-20-16.01 - Legislative Intent.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 16 - Liability of Officers of Nonprofit Organizations. › Section 10A-20-16.01 - Legislative Intent.
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Section 10A-20-16.01
Legislative intent.
The Legislature finds and declares that the services of nonprofit corporations, organizations, associations, boards, authorities, and commissions are critical to the efficient conduct and management of the public, civic, and charitable affairs of the citizens of this state. Noncompensated officers, directors, trustees, partners, managers, members, and governing persons and other members of governing authorities of such nonprofit entities must be permitted to operate without undue concern for the possibility of litigation arising from the discharge of their duties as policymakers.
(Acts 1987, No. 87-706, p. 1242, §1; §10-11-1; amended and renumbered by Act 2009-513, p. 967, §354; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 16 - Liability of Officers of Nonprofit Organizations.›Section 10A-20-16.02 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 16 - Liability of Officers of Nonprofit Organizations. › Section 10A-20-16.02 - Definitions.
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Section 10A-20-16.02
Definitions.
The following terms shall have the following respective meanings for the purposes of this chapter:
(1) OFFICER. Any officer, director, trustee, partner, manager, member, and governing person and other member of the governing authority of a qualified entity who does not receive compensation for serving in such capacity. A per diem amount of not more than three hundred dollars ($300) per day and actual, reasonable, and necessary expenses shall not constitute compensation for the purposes of this article. Provided, however, that the immunity granted herein shall not extend to officers, directors, trustees, partners, managers, or members of any board, authority, or commission dealing with pari-mutuel betting, gambling, or games of chance.
(2) QUALIFIED ENTITY.
a. Any nonprofit corporation, association, or organization which is exempt from federal income taxation under Section 501(c) of the Internal Revenue Code of 1986, as amended;
b. Any nonprofit corporation, association, or organization which is organized pursuant to Section 10A-4-1.01, et seq.;
c. Any organization organized under Sections 22-51-1, 22-51-2, 22-51-3, 22-51-4, 22-51-5, 22-51-6, 22-51-7, 22-51-8, 22-51-9, 22-51-10, 22-51-11, 22-51-12, 22-51-13, and 22-51-14;
d. Any self-insured fund established pursuant to Section 11-26-1, 11-26-2, 11-30-2, or 25-5-9, provided, however, this chapter shall not apply to any self-insured employer operating under Section 25-5-8; and
e. Any board, authority, or commission the members of which are appointed by the governing body or bodies of any county or municipality, or by the Governor or other constitutional officer or member of the Legislature pursuant to legislative or constitutional authorization, or the members of which are constitutionally or legislatively delegated.
(Acts 1987, No. 87-706, p. 1242, §2; §10-11-2; amended and renumbered by Act 2009-513, p. 967, §354; Act 2020-73, §10.)
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 16 - Liability of Officers of Nonprofit Organizations.›Section 10A-20-16.03 - Officer Immune From Suit; Exception for Willful Misconduct, Fraud, or Gross N...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 16 - Liability of Officers of Nonprofit Organizations. › Section 10A-20-16.03 - Officer Immune From Suit; Exception for Willful Misconduct, Fraud, or Gross Negligence; For-Profit Subsidiary Not Immune.
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Section 10A-20-16.03
Officer immune from suit; exception for willful misconduct, fraud, or gross negligence; for-profit subsidiary not immune.
Any noncompensated officer of a qualified entity shall be immune from suit and not subject to civil liability arising from the conduct of the affairs of the qualified entity except when the act or omission of the officer, which gives rise to a cause of action, amounts to willful or wanton misconduct or fraud, or gross negligence. Provided however, such immunity shall not, except to the extent as may otherwise be provided by law, extend to the qualified entity, to a for-profit subsidiary of the qualified entity, or to the officers of such for-profit subsidiary but only to the qualified entity's officers as defined in this article. Nothing contained herein shall be construed to immunize the corporate entity or qualified entity for the acts or omissions of noncompensated officers as defined in this article.
(Acts 1987, No. 87-706, p. 1242, §3; §10-11-3; amended and renumbered by Act 2009-513, p. 967, §354.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-16/section-10a-20-16-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 16 - Liability of Officers of Nonprofit Organizations.›Section 10A-20-16.04 - Application.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 16 - Liability of Officers of Nonprofit Organizations. › Section 10A-20-16.04 - Application.
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Section 10A-20-16.04
Application.
Nothing in this article shall be construed to affect any civil action brought by any qualified entity against any officer of such qualified entity or to create any liability that did not exist prior to the article's passage or to diminish any immunity from suit or liability now enjoyed by a qualified entity or any officer thereof. The provisions of this article shall not apply to any claim, cause of action, action, or suit brought against an officer for any personal injury to or death of another person or property damage arising out of an accident inflicted by that officer while acting within the line and scope of the officer's duties.
(Acts 1987, No. 87-706, p. 1242, §4; §10-11-4; amended and renumbered by Act 2009-513, p. 967, §354.)
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https://law.justia.com/codes/alabama/title-10a/chapter-20/article-16/section-10a-20-16-05/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 20 - Special Purpose Entities.›Article 16 - Liability of Officers of Nonprofit Organizations.›Section 10A-20-16.05 - Construction.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 20 - Special Purpose Entities. › Article 16 - Liability of Officers of Nonprofit Organizations. › Section 10A-20-16.05 - Construction.
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Section 10A-20-16.05
Construction.
Nothing in this article shall be construed to affect any action brought under Title 41, Chapter 5.
(Acts 1987, No. 87-706, p. 1242, §5; §10-11-5; amended and renumbered by Act 2009-513, p. 967, §354.)
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https://law.justia.com/codes/alabama/title-10a/chapter-21/article-1/section-10a-21-1-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 21 - Certain Powers, Rights, and Duties of Corporations.›Article 1 - Corporate Political Contributions.›Section 10A-21-1.01 - Establishment of Segregated, Separate Political Funds; Voluntary Contributions...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 1 - Corporate Political Contributions. › Section 10A-21-1.01 - Establishment of Segregated, Separate Political Funds; Voluntary Contributions; Filing of Disclosure Reports; Violations.
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Section 10A-21-1.01
Establishment of segregated, separate political funds; voluntary contributions; filing of disclosure reports; violations.
Repealed by Act 2013-311, §3, effective August 1, 2013.
(Acts 1979, No. 79-705, p. 1253, §1; §10-1-2; amended and renumbered by Act 2009-513, p. 967, §356.)
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https://law.justia.com/codes/alabama/title-10a/chapter-21/article-1/section-10a-21-1-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 21 - Certain Powers, Rights, and Duties of Corporations.›Article 1 - Corporate Political Contributions.›Section 10A-21-1.02 - Giving Aid or Contribution to Political Party or Candidate, etc.; Penalty; Exc...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 1 - Corporate Political Contributions. › Section 10A-21-1.02 - Giving Aid or Contribution to Political Party or Candidate, etc.; Penalty; Exception for Voluntary Separate Political Fund.
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Section 10A-21-1.02
Giving aid or contribution to political party or candidate, etc.; penalty; exception for voluntary separate political fund.
Repealed by Act 2013-311, §3, effective August 1, 2013.
(Acts 1959, No. 414, p. 1055, §64; Acts 1979, No. 79-705, p. 1253, §3; Code 1975, §10-2-168; Acts 1981, No. 81-868, p. 1661, §1; §10-2A-70; amended and renumbered by Act 2009-513, p. 967, §356.)
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https://law.justia.com/codes/alabama/title-10a/chapter-21/article-1/section-10a-21-1-03/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 21 - Certain Powers, Rights, and Duties of Corporations.›Article 1 - Corporate Political Contributions.›Section 10A-21-1.03 - Limitation on Amount of Political Contribution; Provisions Supplemental.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 1 - Corporate Political Contributions. › Section 10A-21-1.03 - Limitation on Amount of Political Contribution; Provisions Supplemental.
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Section 10A-21-1.03
Limitation on amount of political contribution; provisions supplemental.
Repealed by Act 2013-311, §3, effective August 1, 2013.
(Acts 1981, No. 81-543, p. 911, §§1, 3; Acts 1988, No. 88-107, p. 137, §1; §10-2A-70.01; amended and renumbered by Act 2009-513, p. 967, §356.)
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https://law.justia.com/codes/alabama/title-10a/chapter-21/article-1/section-10a-21-1-04/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 21 - Certain Powers, Rights, and Duties of Corporations.›Article 1 - Corporate Political Contributions.›Section 10A-21-1.04 - Corporation Contributions to Candidates, Parties, Etc.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 1 - Corporate Political Contributions. › Section 10A-21-1.04 - Corporation Contributions to Candidates, Parties, Etc.
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Section 10A-21-1.04
Corporation contributions to candidates, parties, etc.
Repealed by Act 2013-311, §3, effective August 1, 2013.
(Acts 1981, No. 81-860, p. 1631, §3; Acts 1988, No. 88-107, p. 137, §2; §10-2A-70.02; amended and renumbered by Act 2009-513, p. 967, §356.)
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https://law.justia.com/codes/alabama/title-10a/chapter-21/article-2/section-10a-21-2-01/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 21 - Certain Powers, Rights, and Duties of Corporations.›Article 2 - Corporate Powers of Eminent Domain.›Section 10A-21-2.01 - Power of Eminent Domain in Internal Improvement or Public Utility Corporations...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.01 - Power of Eminent Domain in Internal Improvement or Public Utility Corporations.
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Section 10A-21-2.01
Power of eminent domain in internal improvement or public utility corporations.
Corporations formed for the purpose of constructing, operating, or maintaining railroads, street railroads, gas or electric works, water companies, power companies, canals, terminals, bridges, viaducts, wharves, piers, telegraph or telephone lines, pipelines, or any other work of internal improvement or public utility may exercise the power of eminent domain in the manner provided by law.
(Code 1907, §3482; Code 1923, §7016; Code 1940, T. 10, §71; Acts 1973, No. 1063, p. 1777, §1; §10-5-1; amended and renumbered by Act 2009-513, p. 967, §358.)
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https://law.justia.com/codes/alabama/title-10a/chapter-21/article-2/section-10a-21-2-02/
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Justia›US Law›US Codes and Statutes›Code of Alabama›2023 Code of Alabama›Title 10A - Alabama Business and Nonprofit Entities Code.›Chapter 21 - Certain Powers, Rights, and Duties of Corporations.›Article 2 - Corporate Powers of Eminent Domain.›Section 10A-21-2.02 - Condemnation for Ways and Rights-of-Way, etc., by Railroad Companies.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 21 - Certain Powers, Rights, and Duties of Corporations. › Article 2 - Corporate Powers of Eminent Domain. › Section 10A-21-2.02 - Condemnation for Ways and Rights-of-Way, etc., by Railroad Companies.
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Section 10A-21-2.02
Condemnation for ways and rights-of-way, etc., by railroad companies.
Railroad companies may, by condemnation, acquire real estate for ways and rights-of-way not exceeding 100 feet in width throughout the entire length of its lines, such other lands as may be necessary for ways and rights-of-way for switches, turnouts, sidetracks, extensions, and branch roads not exceeding 100 feet in width throughout the entire length of such switches, turnouts, sidetracks, extensions, and branch roads and such other lands as may be necessary in making heavy excavations or embankments, or for the purpose of wasting material from excavations, for borrowing earth or other material for the construction of embankments or for protecting, making, keeping safe, and perfecting its roadway, together with the rights to remove all such trees outside thereof as might by falling upon, or shading, the roadway, injure the same, and may relocate any portion of its line for purpose of straightening or otherwise improving the same and, for that purpose, may acquire by gift, purchase, or condemnation all necessary rights-of-way over lands and abandon its original or constructed line, but it shall not change its termini or make an entire departure from its original line between such termini.
(Code 1907, §3484; Acts 1909, No. 52, p. 62; Code 1923, §7018; Code 1940, T. 10, §73; §10-5-2; amended and renumbered by Act 2009-513, p. 967, §358.)
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