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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-2/section-10a-2a-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 2A - Alabama Business Corporation Law.›Article 2 - Incorporation.›Section 10A-2A-2.03 - Liability for Preincorporation Transactions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 2 - Incorporation. › Section 10A-2A-2.03 - Liability for Preincorporation Transactions.
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Section 10A-2A-2.03
Liability for preincorporation transactions.
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-2/section-10a-2a-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 2A - Alabama Business Corporation Law.›Article 2 - Incorporation.›Section 10A-2A-2.04 - Organization of Corporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 2 - Incorporation. › Section 10A-2A-2.04 - Organization of Corporation.
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Section 10A-2A-2.04
Organization of corporation.
(a) After incorporation:
(1) if initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or
(2) if initial directors are not named in the certificate of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:
(i) to elect initial directors and complete the organization of the corporation; or
(ii) to elect a board of directors who shall complete the organization of the corporation.
(b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
(c) An organizational meeting may be held in or out of this state.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-2/section-10a-2a-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 2A - Alabama Business Corporation Law.›Article 2 - Incorporation.›Section 10A-2A-2.05 - Bylaws.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 2 - Incorporation. › Section 10A-2A-2.05 - Bylaws.
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Section 10A-2A-2.05
Bylaws.
(a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.
(b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the certificate of incorporation.
(c) The bylaws may contain one or both of the following provisions:
(1) a requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to any procedures or conditions as are provided in the bylaws, one or more individuals nominated by a stockholder in addition to individuals nominated by the board of directors; and
(2) a requirement that the corporation reimburse the expenses incurred by a stockholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to any procedures and conditions as are provided in the bylaws, provided that no provision so adopted shall apply to elections for which any record date precedes its adoption.
(d) Notwithstanding Section 10A-2A-10.20(b)(2), the stockholders in amending, repealing, or adopting a provision described in subsection (c) may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to a provision to provide for a reasonable, practical, and orderly process.
(e) The bylaws are part of a binding contract between the corporation and the stockholders, subject to the provisions of this chapter.
(Act 2019-94, §1; Act 2020-73, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-2/section-10a-2a-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 2A - Alabama Business Corporation Law.›Article 2 - Incorporation.›Section 10A-2A-2.06 - Emergency Bylaws.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 2 - Incorporation. › Section 10A-2A-2.06 - Emergency Bylaws.
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Section 10A-2A-2.06
Emergency bylaws.
(a) Unless the certificate of incorporation provides otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the stockholders, may make all provisions necessary for managing the corporation during the emergency, including:
(1) procedures for calling a meeting of the board of directors;
(2) quorum requirements for the meeting; and
(3) designation of additional or substitute directors.
(b) All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(c) Corporate action taken in good faith in accordance with the emergency bylaws:
(1) binds the corporation; and
(2) may not be used to impose liability on a director, officer, employee, or agent of the corporation.
(d) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-2/section-10a-2a-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 2A - Alabama Business Corporation Law.›Article 2 - Incorporation.›Section 10A-2A-2.07 - Forum Selection Provisions. This Section Was Assigned by the Code Commissioner...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 2 - Incorporation. › Section 10A-2A-2.07 - Forum Selection Provisions. This Section Was Assigned by the Code Commissioner in the 2019 Regular Session, Effective January 1, 2020. This Is Not in the Current Code Supplement.
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Section 10A-2A-2.07
Forum selection provisions.
(a) The certificate of incorporation or the bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship.
(b) A provision of the certificate of incorporation or bylaws adopted under subsection (a) shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by that provision has the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection (a) do not have the requisite personal and subject matter jurisdiction and another court of this state does have jurisdiction, then the internal corporate claim may be brought in the other court of this state, notwithstanding that the other court of this state is not specified in that provision, and in any other court specified in that provision that has the requisite jurisdiction.
(c) No provision of the certificate of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require those claims to be determined by arbitration.
(d) "Internal corporate claim" means, for the purposes of this section, (i) any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or stockholder in their capacities as such, (ii) any derivative action or proceeding brought on behalf of the corporation, (iii) any action asserting a claim arising pursuant to any provision of this chapter or the certificate of incorporation or bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine that is not included in (i) through (iii) above.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-3/section-10a-2a-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 2A - Alabama Business Corporation Law.›Article 3 - Purposes and Powers.›Section 10A-2A-3.01 - Purposes.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 3 - Purposes and Powers. › Section 10A-2A-3.01 - Purposes.
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Section 10A-2A-3.01
Purposes.
(a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the certificate of incorporation.
(b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-3/section-10a-2a-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 2A - Alabama Business Corporation Law.›Article 3 - Purposes and Powers.›Section 10A-2A-3.02 - General Powers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 3 - Purposes and Powers. › Section 10A-2A-3.02 - General Powers.
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Section 10A-2A-3.02
General powers.
Unless its certificate of incorporation provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including all entity powers provided in Section 10A-1-2.11, Section 10A-1-2.12, and Section 10A-1-2.13.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-3/section-10a-2a-3-03/
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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 2A - Alabama Business Corporation Law.›Article 3 - Purposes and Powers.›Section 10A-2A-3.03 - Emergency Powers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 3 - Purposes and Powers. › Section 10A-2A-3.03 - Emergency Powers.
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Section 10A-2A-3.03
Emergency powers.
(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:
(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:
(1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner; and
(2) one or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(1) binds the corporation; and
(2) may not be used to impose liability on a director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-3/section-10a-2a-3-04/
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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 2A - Alabama Business Corporation Law.›Article 3 - Purposes and Powers.›Section 10A-2A-3.04 - Lack of Power to Act.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 3 - Purposes and Powers. › Section 10A-2A-3.04 - Lack of Power to Act.
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Section 10A-2A-3.04
Lack of power to act.
(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged:
(1) in a proceeding by a stockholder against the corporation to enjoin the act;
(2) in a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3) in a proceeding by the Attorney General under Section 10A-2A-14.10.
(c) In a stockholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss (other than anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act.
(d) Proceedings under subsection (b) shall be brought in the designated court, and if none, in the circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the corporation's most recent registered office is located.
(Act 2019-94, §1; Act 2020-73, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-a/section-10a-2a-6-01/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division A - Authorized Stock.›Section 10A-2A-6.01 - Authorized Stock.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division A - Authorized Stock. › Section 10A-2A-6.01 - Authorized Stock.
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Section 10A-2A-6.01
Authorized stock.
(a) The certificate of incorporation must set forth any classes of stock and series of stock within a class, and the number of shares of stock of each class and series, that the corporation is authorized to issue. If more than one class or series of stock is authorized, the certificate of incorporation must prescribe a distinguishing designation for each class or series and, before the issuance of stock of a class or series, describe the terms, including the preferences, rights, and limitations, of that class or series. Except to the extent varied as permitted by this section, all shares of stock of a class or series must have terms, including preferences, rights, and limitations, that are identical with those of other shares of stock of the same class or series.
(b) The certificate of incorporation must authorize:
(1) one or more classes or series of stock that together have full voting rights, and
(2) one or more classes or series of stock (which may be the same class, classes, or series as those with voting rights) that together are entitled to receive the net assets of the corporation upon dissolution.
(c) The certificate of incorporation may authorize one or more classes or series of stock that:
(1) have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;
(2) are redeemable or convertible as specified in the certificate of incorporation:
(i) at the option of the corporation, the stockholder, or another person or upon the occurrence of a specified event;
(ii) for cash, indebtedness, securities, or other property; and
(iii) at prices and in amounts specified or determined in accordance with a formula;
(3) entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or
(4) have preference over any other class or series of stock with respect to distributions, including distributions upon the dissolution of the corporation.
(d) Terms of stock may be made dependent upon facts objectively ascertainable outside the certificate of incorporation in accordance with Section 10A-2A-1.20(c).
(e) Any of the terms of stock may vary among holders of the same class or series so long as those variations are expressly set forth in the certificate of incorporation.
(f) The description of the preferences, rights, and limitations of classes or series of stock in subsection (c) is not exhaustive.
(g) The certificate of incorporation may authorize the board of directors, without stockholder approval, to adopt resolutions, prepare and deliver certificates and certificates of designation to the Secretary of State, and take any other actions described in Section 10A-2A-6.02.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-a/section-10a-2a-6-02/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division A - Authorized Stock.›Section 10A-2A-6.02 - Terms of Class or Series Determined by Board of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division A - Authorized Stock. › Section 10A-2A-6.02 - Terms of Class or Series Determined by Board of Directors.
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Section 10A-2A-6.02
Terms of class or series determined by board of directors.
(a) When any corporation desires to issue any shares of stock of any class or of any series of any class of which the powers, designations, preferences, and relative, participating, optional, or other rights, if any, or the qualifications, limitations, or restrictions thereof, if any, shall not have been set forth in the certificate of incorporation or in any amendment thereto but shall be provided for in a resolution or resolutions adopted by the board of directors pursuant to authority expressly vested in it by the certificate of incorporation or any amendment thereto, a certificate of designations setting forth a copy of the board resolution or resolutions and the number of shares of stock of the class or series as to which the resolution or resolutions apply shall be executed and delivered to the Secretary of State for filing and shall become effective in accordance with Article 4 of Chapter 1. If the certificate of incorporation vests authority in the board of directors to determine the powers, designations, preferences, and relative, participating, optional, or other rights, if any, or the qualifications, limitations, or restrictions thereof, if any, of any class or series of stock, the board of directors is authorized to do so to the same extent permitted under Section 10A-2A-6.01.
(b) Unless otherwise provided in any resolution or resolutions described in subsection (a), the number of shares of stock of any class or series to which the resolution or resolutions apply may be increased (but not above the total number of authorized shares of the class) or decreased (but not below the number of shares thereof then outstanding) by a certificate likewise executed and delivered to the Secretary of State for filing setting forth a statement that a specified increase or decrease therein had been authorized and directed by a resolution or resolutions likewise adopted by the board of directors. In case the number of the authorized shares shall be decreased the number of shares so specified in the certificate shall resume the status which they had prior to the adoption of the first resolution or resolutions.
(c) When no shares of any authorized class or series are outstanding, either because none were issued or because no issued shares of any authorized class or series remain outstanding, a certificate setting forth a resolution or resolutions adopted by the board of directors that none of the authorized shares of that class or series are outstanding, and that none will be issued subject to the certificate of designations previously filed with respect to that class or series, may be executed and delivered to the Secretary of State for filing and shall become effective in accordance with Article 4 of Chapter 1, and when the certificate becomes effective, it shall have the effect of eliminating from the certificate of incorporation all matters set forth in the certificate of designations with respect to that class or series of stock.
(d) Unless otherwise provided in the certificate of incorporation, if no shares of stock have been issued of a class or series of stock established by a resolution of the board of directors, the voting powers, designations, preferences, and relative, participating, optional, or other rights, if any, or the qualifications, limitations, or restrictions thereof, may be amended by a resolution or resolutions adopted by the board of directors. A certificate which: (1) states that no shares of the class or series have been issued; (2) sets forth a copy of the resolution or resolutions; and (3) if the designation of the class or series is being changed, indicates the original designation and the new designation, shall be executed and delivered to the Secretary of State for filing and shall become effective in accordance with Article 4 of Chapter 1.
(e) When any certificate filed under this section becomes effective, it shall have the effect of amending the certificate of incorporation; except that neither the filing of that certificate nor the filing of a restated certificate of incorporation pursuant to Section 10A-2A-10.07 shall prohibit the board of directors from subsequently adopting resolutions as authorized by this section.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-a/section-10a-2a-6-03/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division A - Authorized Stock.›Section 10A-2A-6.03 - Issued and Outstanding Stock.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division A - Authorized Stock. › Section 10A-2A-6.03 - Issued and Outstanding Stock.
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Section 10A-2A-6.03
Issued and outstanding stock.
(a) A corporation may issue the number of shares of stock of each class or series authorized by the certificate of incorporation. Stock that is issued is outstanding stock until it is reacquired, redeemed, converted, or cancelled.
(b) The reacquisition, redemption, or conversion of outstanding stock is subject to the limitations of subsection (c) and to Section 10A-2A-6.40.
(c) At all times that stock of the corporation is outstanding, one or more shares of stock that together have full voting rights and one or more shares of stock that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-a/section-10a-2a-6-04/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division A - Authorized Stock.›Section 10A-2A-6.04 - Fractional Stock.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division A - Authorized Stock. › Section 10A-2A-6.04 - Fractional Stock.
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Section 10A-2A-6.04
Fractional stock.
THIS SECTION WAS AMENDED BY ACT 2022-124 IN THE 2022 REGULAR SESSION, EFFECTIVE JUNE 1, 2022. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation may issue fractions of a share of stock or in lieu of doing so may:
(1) pay in cash the value of fractions of a share of stock;
(2) issue scrip in certificated or uncertificated form entitling the holder to receive a full share of stock upon surrendering enough scrip to equal a full share of stock; or
(3) arrange for disposition of fractional stock by the holders of that stock.
(b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by Section 10A-1-3.42(c). A corporation shall not issue a certificate representing scrip in bearer form. Within a reasonable time after the issuance or transfer of scrip without certificate, the corporation shall comply with the notice requirements of Section 10A-1-3.45.
(c) The holder of a fractional share of stock is entitled to exercise the rights of a stockholder, including the rights to vote, to receive dividends, and to receive distributions upon dissolution. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip subject to any condition, including that:
(1) the scrip will become void if not exchanged for full stock before a specified date; and
(2) the stock for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
(Act 2019-94, §1; Act 2022-124, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-b/section-10a-2a-6-20/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division B - Issuance of Stock.›Section 10A-2A-6.20 - Subscription for Stock Before Incorporation.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division B - Issuance of Stock. › Section 10A-2A-6.20 - Subscription for Stock Before Incorporation.
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Section 10A-2A-6.20
Subscription for stock before incorporation.
(a) A subscription for stock entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b) The board of directors may determine the payment terms of subscriptions for stock that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all stock of the same class or series, unless the subscription agreement specifies otherwise.
(c) Stock issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d) If a subscriber defaults in payment of cash or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the stock if the debt remains unpaid for more than 20 days after the corporation delivers a written demand for payment to the subscriber.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-b/section-10a-2a-6-21/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division B - Issuance of Stock.›Section 10A-2A-6.21 - Issuance of Stock.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division B - Issuance of Stock. › Section 10A-2A-6.21 - Issuance of Stock.
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Section 10A-2A-6.21
Issuance of stock.
(a) The powers granted in this section to the board of directors may be reserved to the stockholders by the certificate of incorporation.
(b) The board of directors may authorize stock to be issued for consideration consisting of a contribution.
(c) Before the corporation issues stock, the board of directors shall determine that the consideration received or to be received for stock to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of stock relates to whether the stock is validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized the issuance of stock, the stock issued therefor is fully paid and nonassessable.
(e) The corporation may place in escrow stock issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the stock, and may credit distributions in respect of the stock against its purchase price, until the services are performed, the benefits are received, or the note is paid. If the services are not performed, the benefits are not received, or the note is not paid, the stock escrowed or restricted and the distributions credited may be cancelled in whole or part.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-b/section-10a-2a-6-22/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division B - Issuance of Stock.›Section 10A-2A-6.22 - Liability of Stockholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division B - Issuance of Stock. › Section 10A-2A-6.22 - Liability of Stockholders.
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Section 10A-2A-6.22
Liability of stockholders.
(a) A purchaser from a corporation of the corporation's own stock is not liable to the corporation or its creditors with respect to the stock except to pay the consideration for which the stock was authorized to be issued or specified in the subscription agreement.
(b) A stockholder is not personally liable for any liabilities of the corporation (including liabilities arising from acts of the corporation) except to the extent provided in a provision of the certificate of incorporation permitted by Section 10A-2A-2.02.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-b/section-10a-2a-6-23/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division B - Issuance of Stock.›Section 10A-2A-6.23 - Stock Dividends.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division B - Issuance of Stock. › Section 10A-2A-6.23 - Stock Dividends.
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Section 10A-2A-6.23
Stock dividends.
(a) Unless the certificate of incorporation provides otherwise, stock may be issued pro rata and without consideration to the corporation's stockholders or to the stockholders of one or more classes or series of stock. An issuance of stock under this subsection is a stock dividend.
(b) Stock of one class or series may not be issued as a stock dividend in respect of stock of another class or series unless (i) the certificate of incorporation so authorizes, (ii) a majority of the votes entitled to be cast by the class or series to be issued approve the issuance, or (iii) there is no outstanding stock of the class or series to be issued.
(c) The board of directors may fix the record date for determining stockholders entitled to a stock dividend, which date may not be retroactive. If the board of directors does not fix the record date for determining stockholders entitled to a stock dividend, the record date is the date the board of directors authorizes the stock dividend.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-b/section-10a-2a-6-24/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division B - Issuance of Stock.›Section 10A-2A-6.24 - Stock Rights, Options, Warrants, and Awards.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division B - Issuance of Stock. › Section 10A-2A-6.24 - Stock Rights, Options, Warrants, and Awards.
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Section 10A-2A-6.24
Stock rights, options, warrants, and awards.
(a) A corporation may issue rights, options, or warrants for the purchase of stock or other securities of the corporation. The board of directors shall determine (i) the terms and conditions upon which the rights, options, or warrants are issued and (ii) the terms, including the consideration for which the stock or other securities are to be issued. The authorization by the board of directors for the corporation to issue rights, options, or warrants constitutes authorization of the issuance of the stock or other securities for which the rights, options, or warrants are exercisable.
(b) The terms and conditions of rights, options, or warrants may include restrictions or conditions that:
(1) preclude or limit the exercise, transfer, or receipt of rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding stock or other securities of the corporation or by any transferee or transferees of that person or persons, or
(2) invalidate or void rights, options, or warrants held by that person or persons or any of that person's transferee or transferees.
(c) The board of directors may authorize one or more officers to (i) designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of stock and (ii) determine, within an amount and subject to any other limitations established by the board of directors and, if applicable, the stockholders, the number of the rights, options, warrants, or other equity compensation awards and the terms of the rights, options, warrants, or awards to be received by the recipients, provided that an officer may not use that authority to designate himself or herself or any other persons as the board of directors may specify as a recipient of rights, options, warrants, or other equity compensation awards.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-b/section-10a-2a-6-25/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division B - Issuance of Stock.›Section 10A-2A-6.25 - Form and Content of Certifications.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division B - Issuance of Stock. › Section 10A-2A-6.25 - Form and Content of Certifications.
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Section 10A-2A-6.25
Form and content of certifications.
(a) Stock may, but need not, be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of stockholders are identical regardless of whether their stock is represented by certificates.
(b) Each stock certificate must be signed by two officers designated in the certificate of incorporation or bylaws.
(c) Each certificate representing stock shall comply with Sections 10A-1-3.42, 10A-1-3.43(b), and 10A-1-3.44.
(d) No certificate representing stock shall be issued in bearer form.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-b/section-10a-2a-6-26/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division B - Issuance of Stock.›Section 10A-2A-6.26 - Uncertificated Interests.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division B - Issuance of Stock. › Section 10A-2A-6.26 - Uncertificated Interests.
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Section 10A-2A-6.26
Uncertificated interests.
(a) Unless the certificate of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of stock of any or all of its classes or series without certificates. The authorization does not affect shares of stock already represented by certificates until they are surrendered to the corporation.
(b) Within a reasonable time after the issuance or transfer of shares of stock without certificates, the corporation shall comply with the notice requirements of Section 10A-1-3.45.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-b/section-10a-2a-6-27/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division B - Issuance of Stock.›Section 10A-2A-6.27 - Restriction on Transfer of Stock.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division B - Issuance of Stock. › Section 10A-2A-6.27 - Restriction on Transfer of Stock.
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Section 10A-2A-6.27
Restriction on transfer of stock.
(a) The certificate of incorporation, the bylaws, an agreement among stockholders, or an agreement between stockholders and the corporation may impose restrictions on the transfer or registration of transfer of stock of the corporation. A restriction does not affect stock issued before the restriction was adopted unless the holders of the stock are parties to the restriction agreement or voted in favor of the restriction.
(b) A restriction on the transfer or registration of transfer of stock is valid and enforceable against the corporation, the holder, or a transferee of the holder if the restriction is authorized by this section and as provided in Section 10A-1-3.42, and its existence is noted conspicuously on the front or back of the certificate or is contained in the information required by Section 10A-1-3.45. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.
(c) A restriction on the transfer or registration of transfer of stock is authorized:
(1) to maintain the corporation's status when it is dependent on the number or identity of its stockholders;
(2) to preserve exemptions under federal or state securities law; or
(3) for any other reasonable purpose.
(d) A restriction on the transfer or registration of transfer of stock may include a restriction that:
(1) obligates the stockholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted stock;
(2) obligates the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted stock;
(3) requires the corporation, the holders of any class or series of its stock, or other persons to approve the transfer of the restricted stock, if the requirement is not manifestly unreasonable;
(4) prohibits the transfer or registration of the restricted stock to designated persons or classes of persons, if the prohibition is not manifestly unreasonable; or
(5) requires the corporation to refuse to transfer the stock.
(e) For purposes of this section, "stock" includes a security convertible into or carrying a right to subscribe for or acquire stock.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-b/section-10a-2a-6-28/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division B - Issuance of Stock.›Section 10A-2A-6.28 - Expense of Issue.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division B - Issuance of Stock. › Section 10A-2A-6.28 - Expense of Issue.
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Section 10A-2A-6.28
Expense of issue.
A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-c/section-10a-2a-6-30/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division C - Subsequent Acquisition of Stock by Stockholders and Corporation.›Section 10A-2A-6.30 - Stockholders' Preemptive Rights.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division C - Subsequent Acquisition of Stock by Stockholders and Corporation. › Section 10A-2A-6.30 - Stockholders' Preemptive Rights.
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Section 10A-2A-6.30
Stockholders' preemptive rights.
(a) The stockholders of a corporation do not have a preemptive right to acquire the corporation's unissued stock except to the extent the certificate of incorporation so provides.
(b) A statement included in the certificate of incorporation that "the corporation elects to have preemptive rights" (or words of similar effect) means that the following principles apply except to the extent the certificate of incorporation expressly provides otherwise:
(1) The stockholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued stock upon the decision of the board of directors to issue them.
(2) A preemptive right may be waived by a stockholder. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.
(3) There is no preemptive right with respect to:
(i) stock issued as compensation to directors, officers, employees, or agents of the corporation, its subsidiaries, or affiliates;
(ii) stock issued to satisfy conversion or option rights created to provide compensation to directors, officers, employees, or agents of the corporation, its subsidiaries, or affiliates;
(iii) stock authorized in the certificate of incorporation that is issued within six months from the effective date of incorporation; or
(iv) stock sold otherwise than for cash.
(4) Holders of stock of any class or series without voting power but with preferential rights to distributions have no preemptive rights with respect to stock of any class or series.
(5) Holders of stock of any class or series with voting power but without preferential rights to distributions have no preemptive rights with respect to stock of any class or series with preferential rights to distributions unless the stock with preferential rights is convertible into or carry a right to subscribe for or acquire the stock without preferential rights.
(6) Stock subject to preemptive rights that is not acquired by stockholders may be issued to any person for a period of one year after being offered to stockholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the stockholders' preemptive rights.
(c) For purposes of this section, "stock" includes a security convertible into or carrying a right to subscribe for or acquire stock.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-c/section-10a-2a-6-31/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division C - Subsequent Acquisition of Stock by Stockholders and Corporation.›Section 10A-2A-6.31 - Corporation's Acquisition of Its Own Stock.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division C - Subsequent Acquisition of Stock by Stockholders and Corporation. › Section 10A-2A-6.31 - Corporation's Acquisition of Its Own Stock.
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Section 10A-2A-6.31
Corporation's acquisition of its own stock.
(a) A corporation may acquire its own stock, and, unless otherwise provided in the certificate of incorporation, stock so acquired constitutes authorized but unissued stock.
(b) If the certificate of incorporation prohibits the reissue of the acquired stock, the number of authorized shares of stock is reduced by the number of shares of stock acquired.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-6/division-d/section-10a-2a-6-40/
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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 2A - Alabama Business Corporation Law.›Article 6 - Stock and Distributions.›Division D - Distributions.›Section 10A-2A-6.40 - Distributions to Stockholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 6 - Stock and Distributions. › Division D - Distributions. › Section 10A-2A-6.40 - Distributions to Stockholders.
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Section 10A-2A-6.40
Distributions to stockholders.
(a) The board of directors may authorize and the corporation may make distributions to its stockholders subject to restriction by the certificate of incorporation and the limitation in subsection (c).
(b) The board of directors may fix the record date for determining stockholders entitled to a distribution, which date may not be retroactive. If the board of directors does not fix a record date for determining stockholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the corporation's stock), the record date is the date the board of directors authorizes the distribution.
(c) No distribution may be made if, after giving it effect:
(1) the corporation would not be able to pay its debts as they become due in the usual course of business; or
(2) the corporation's total assets would be less than the sum of its total liabilities plus (unless the certificate of incorporation permits otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of stockholders whose preferential rights are superior to those receiving the distribution.
(d) The board of directors may base a determination that a distribution is not prohibited under subsection (c) either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
(e) Except as provided in subsection (g), the effect of a distribution under subsection (c) is measured:
(1) in the case of distribution by purchase, redemption, or other acquisition of the corporation's stock, as of the earlier of (i) the date cash or other property is transferred or debt to a stockholder is incurred by the corporation or (ii) the date the stockholder ceases to be a stockholder with respect to the acquired stock;
(2) in the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and
(3) in all other cases, as of (i) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization or (ii) the date the payment is made if it occurs more than 120 days after the date of authorization.
(f) A corporation's indebtedness to a stockholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.
(g) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (c) if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to stockholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.
(h) This section shall not apply to distributions in liquidation under Article 14.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-a/section-10a-2a-7-01/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division A - Meetings.›Section 10A-2A-7.01 - Annual Meetings.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division A - Meetings. › Section 10A-2A-7.01 - Annual Meetings.
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Section 10A-2A-7.01
Annual meetings.
(a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by Section 10A-2A-7.04, a corporation shall hold a meeting of stockholders annually at a time stated in or fixed in accordance with the certificate of incorporation or bylaws at which directors shall be elected.
(b) Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with Section 10A-2A-7.09(c), annual meetings may be held (i) in or out of this state at the place stated in or fixed in accordance with the certificate of incorporation or bylaws or (ii) if no place is stated in or fixed in accordance with the certificate of incorporation or bylaws, at the corporation's principal office.
(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's certificate of incorporation or bylaws does not affect the validity of any corporate action.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-a/section-10a-2a-7-02/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division A - Meetings.›Section 10A-2A-7.02 - Special Meetings.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division A - Meetings. › Section 10A-2A-7.02 - Special Meetings.
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Section 10A-2A-7.02
Special meetings.
(a) Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
(b) In the event that the certificate of incorporation or bylaws allow stockholders to demand a special meeting of the stockholders, then if not otherwise fixed under Section 10A-2A-7.03 or Section 10A-2A-7.07, the record date for determining stockholders entitled to demand a special meeting shall be the first date on which a signed stockholder demand is delivered to the corporation. No written demand for a special meeting shall be effective unless, within 60 days of the earliest date on which the demand delivered to the corporation as allowed by the certificate of incorporation or bylaws was signed, written demands signed by stockholders holding at least the percentage of votes specified in or fixed in accordance with the certificate of incorporation or bylaws have been delivered to the corporation.
(c) Unless the board of directors determines to hold the meeting solely by means of remote participation in accordance with Section 10A-2A-7.09(c), special meetings of stockholders may be held (i) in or out of this state at the place stated in or fixed in accordance with the certificate of incorporation or bylaws or (ii) if no place is stated in or fixed in accordance with the certificate of incorporation or bylaws, at the corporation's principal office.
(d) Only business within the purpose or purposes described in the meeting notice required by Section 10A-2A-7.05(c) may be conducted at a special meeting of stockholders.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-a/section-10a-2a-7-03/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division A - Meetings.›Section 10A-2A-7.03 - Court-Ordered Meetings.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division A - Meetings. › Section 10A-2A-7.03 - Court-Ordered Meetings.
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Section 10A-2A-7.03
Court-ordered meetings.
(a) The designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and, if none in this state, the circuit court for the county in which the corporation's most recent registered office is located may summarily order a meeting to be held:
(1) on application of any stockholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within the earlier of 12 months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or
(2) on application of one or more stockholders who signed a demand for a special meeting valid under Section 10A-2A-7.02, if:
(i) notice of the special meeting was not given within 30 days after the first day on which the requisite number of demands have been delivered to the corporation; or
(ii) the special meeting was not held in accordance with the notice.
(b) The court may fix the time and place of the meeting, determine the stock entitled to participate in the meeting, specify a record date or dates for determining stockholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the stock represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(c) For purposes of subsection (a)(1), "stockholder" means a record stockholder, a beneficial stockholder, and an unrestricted voting trust beneficial owner.
(Act 2019-94, §1; Act 2020-73, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-a/section-10a-2a-7-04/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division A - Meetings.›Section 10A-2A-7.04 - Action Without Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division A - Meetings. › Section 10A-2A-7.04 - Action Without Meeting.
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Section 10A-2A-7.04
Action without meeting.
(a) Unless otherwise provided in the certificate of incorporation, any action required or permitted by this chapter to be taken at any meeting of the stockholders may be taken without a meeting, and without prior notice, if one or more consents in writing setting forth the action so taken are signed by the holders of outstanding stock having not less than the minimum number of votes that would be required to authorize or take the action at a meeting at which all shares of stock entitled to vote on the action were present and voted; provided, however, that if a corporation's certificate of incorporation authorizes stockholders to cumulate their votes when electing directors pursuant to Section 10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action must be evidenced by one or more written consents describing the action taken, signed by the stockholders approving the action and delivered to the corporation for filing by the corporation with the minutes or corporate records.
(b) If not otherwise fixed under Section 10A-2A-7.07 and if prior action by the board of directors is not required respecting the action to be taken without a meeting, the record date for determining the stockholders entitled to take action without a meeting shall be the first date on which a signed written consent is delivered to the corporation. If not otherwise fixed under Section 10A-2A-7.07 and if prior action by the board of directors is required respecting the action to be taken without a meeting, the record date shall be the close of business on the day the resolution of the board of directors taking the prior action is adopted. No written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the earliest date on which a consent is delivered to the corporation as required by this section, written consents signed by sufficient stockholders to take the action have been delivered to the corporation. A written consent may be revoked by a writing to that effect delivered to the corporation before unrevoked written consents sufficient in number to take the corporate action have been delivered to the corporation.
(c) A consent signed pursuant to the provisions of this section has the effect of a vote taken at a meeting and may be described as such in any document. Unless the certificate of incorporation, bylaws or a resolution of the board of directors provides for a reasonable delay to permit tabulation of written consents, the action taken by written consent shall be effective when written consents signed by sufficient stockholders to take the action have been delivered to the corporation.
(d) If this chapter requires that notice of a proposed action be given to nonvoting stockholders and the action is to be taken by written consent of the voting stockholders, the corporation shall give its nonvoting stockholders written notice of the action not more than 10 days after (i) written consents sufficient to take the action have been delivered to the corporation, or (ii) any later date that tabulation of consents is completed pursuant to an authorization under subsection (c). The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to nonvoting stockholders in a notice of a meeting at which the proposed action would have been submitted to the stockholders for action.
(e) If action is taken by less than unanimous written consent of the voting stockholders, the corporation shall give its nonconsenting voting stockholders written notice of the action not more than 10 days after (i) written consents sufficient to take the action have been delivered to the corporation, or (ii) any later date that tabulation of consents is completed pursuant to an authorization under subsection (c). The notice must reasonably describe the action taken and contain or be accompanied by the same material that, under any provision of this chapter, would have been required to be sent to voting stockholders in a notice of a meeting at which the action would have been submitted to the stockholders for action.
(f) The notice requirements in subsections (d) and (e) shall not delay the effectiveness of actions taken by written consent, and a failure to comply with those notice requirements shall not invalidate actions taken by written consent, provided that this subsection shall not be deemed to limit judicial power to fashion any appropriate remedy in favor of a stockholder adversely affected by a failure to give the notice within the required time period.
(Act 2019-94, §1.)
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division A - Meetings.›Section 10A-2A-7.05 - Notice of Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division A - Meetings. › Section 10A-2A-7.05 - Notice of Meeting.
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Section 10A-2A-7.05
Notice of meeting.
(a) A corporation shall notify stockholders of the place, if any, date, and time of each annual and special stockholders' meeting no fewer than 10 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to Section 10A-2A-7.09 for holders of any class or series of stock, the notice to the holders of that class or series of stock must describe the means of remote communication to be used. The notice must include the record date for determining the stockholders entitled to vote at the meeting, if that date is different from the record date for determining stockholders entitled to notice of the meeting. Unless this chapter or the certificate of incorporation requires otherwise, the corporation is required to give notice only to stockholders entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting.
(b) Unless this chapter or the certificate of incorporation requires otherwise, the notice of an annual meeting of stockholders need not include a description of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting of stockholders must include a description of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under Section 10A-2A-7.03 or Section 10A-2A-7.07, the record date for determining stockholders entitled to notice of and to vote at an annual or special stockholders' meeting is the day before the first notice is delivered to stockholders.
(e) Unless the certificate of incorporation or bylaws require otherwise, if an annual or special stockholders' meeting is adjourned to a different place, if any, date, or time, notice need not be given of the new place, if any, date, or time if the new place, if any, date, or time is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 10A-2A-7.07, however, notice of the adjourned meeting shall be given under this section to stockholders entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-a/section-10a-2a-7-06/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division A - Meetings.›Section 10A-2A-7.06 - Waiver of Notice.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division A - Meetings. › Section 10A-2A-7.06 - Waiver of Notice.
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Section 10A-2A-7.06
Waiver of notice.
(a) A stockholder may waive any notice required by this chapter or the certificate of incorporation or bylaws, before or after the date and time stated in the notice. The waiver must be in writing, be signed by the stockholder entitled to the notice, and be delivered to the corporation for filing by the corporation with the minutes or corporate records.
(b) A stockholder's attendance at a meeting:
(1) waives objection to lack of notice or defective notice of the meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and
(2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-a/section-10a-2a-7-07/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division A - Meetings.›Section 10A-2A-7.07 - Record Date for Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division A - Meetings. › Section 10A-2A-7.07 - Record Date for Meeting.
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Section 10A-2A-7.07
Record date for meeting.
(a) The certificate of incorporation or bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups to determine the stockholders entitled to notice of a stockholders' meeting, to demand a special meeting, to vote, or to take any other action. If the certificate of incorporation or bylaws do not fix or provide for fixing a record date, the board of directors may fix the record date.
(b) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of stockholders and may not be retroactive.
(c) A determination of stockholders entitled to notice of or to vote at a stockholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
(d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date or dates continues in effect or it may fix a new record date or dates.
(e) The record dates for a stockholders' meeting fixed by or in the manner provided in the certificate of incorporation or bylaws or by the board of directors shall be the record date for determining stockholders entitled both to notice of and to vote at the stockholders' meeting, unless in the case of a record date fixed by the board of directors and to the extent not prohibited by the certificate of incorporation or bylaws, the board of directors, at the time it fixes the record date for stockholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the stockholders entitled to vote at the meeting.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-a/section-10a-2a-7-08/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division A - Meetings.›Section 10A-2A-7.08 - Conduct of Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division A - Meetings. › Section 10A-2A-7.08 - Conduct of Meeting.
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Section 10A-2A-7.08
Conduct of meeting.
Unless the certificate of incorporation or bylaws provide otherwise, a meeting of the stockholders shall be conducted as follows:
(a) At each meeting of stockholders, a chair shall preside. The chair shall be appointed by the board of directors.
(b) The board of directors shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting.
(c) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes to ballots, proxies or votes may be accepted.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-a/section-10a-2a-7-09/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division A - Meetings.›Section 10A-2A-7.09 - Remote Participation in Stockholders' Meetings; Meetings Held Solely by Remote...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division A - Meetings. › Section 10A-2A-7.09 - Remote Participation in Stockholders' Meetings; Meetings Held Solely by Remote Participation.
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Section 10A-2A-7.09
Remote participation in stockholders' meetings; meetings held solely by remote participation.
(a) Stockholders of any class or series of stock may participate in any meeting of stockholders by means of remote communication to the extent the board of directors authorizes participation for that class or series. Participation as a stockholder by means of remote communication shall be subject to guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection (b).
(b) Stockholders participating in a stockholders' meeting by means of remote communication shall be deemed present and may vote at that meeting if the corporation has implemented reasonable measures:
(1) to verify that each person participating remotely as a stockholder is a stockholder; and
(2) to provide stockholders participating remotely a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings.
(c) Unless the certificate of incorporation or bylaws require the meeting of stockholders to be held at a place, the board of directors may determine that any meeting of stockholders shall not be held at any place and shall instead be held solely by means of remote communication, but only if the corporation implements the measures specified in subsection (b).
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-b/section-10a-2a-7-20/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division B - Voting.›Section 10A-2A-7.20 - Stockholders' List for Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division B - Voting. › Section 10A-2A-7.20 - Stockholders' List for Meeting.
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Section 10A-2A-7.20
Stockholders' list for meeting.
(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its stockholders who are entitled to notice of the stockholders' meeting. If the board of directors fixes a different record date under Section 10A-2A-7.07(e) to determine the stockholders entitled to vote at the meeting, a corporation also shall prepare an alphabetical list of the names of all its stockholders who are entitled to vote at the meeting. Each list must be arranged by voting group (and within each voting group by class or series of stock) and contain the address of, and number and class or series of shares of stock held by, each stockholder, and if the notice or other communications regarding the meeting have been or will be sent by the corporation to a stockholder by electronic mail or other electronic transmission, the electronic mail or other electronic transmission address of that stockholder.
(b) The list of stockholders entitled to notice shall be available for inspection by any stockholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, (i) at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held or (ii) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting. The list of stockholders entitled to vote shall be similarly available for inspection promptly after the record date for voting. In the event that the corporation determines to make a list of stockholders available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation. A stockholder, or the stockholder's agent or attorney, is entitled on written demand to inspect and, subject to the requirements of Section 10A-2A-16.02(c), to copy a list of stockholders, during regular business hours and at the stockholder's expense, during the period it is available for inspection. A corporation may satisfy the stockholder's right to copy a list of stockholders by furnishing a copy in the manner described in Section 10A-2A-16.03(b). A stockholder and the stockholder's agent or attorney who inspects or is furnished a copy of a list of stockholders under this subsection (b) or under subsection (c) or who copies the list under this subsection (b) may use the information on that list only for purposes related to the meeting and its subject matter and must keep the information on that list confidential.
(c) If the meeting is to be held at a place, the corporation shall make the list of stockholders entitled to vote available at the meeting and any adjournment, and any stockholder, or the stockholder's agent or attorney, is entitled to inspect the list at any time during the meeting and any adjournment. If the meeting is to be held solely by means of remote communication, then such list shall also be available for such inspection during the meeting and any adjournment on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. The corporation may satisfy its obligation to make such list available for inspection during a meeting by furnishing a copy of the list in the manner described in Section 10A-2A-16.03(b) to the stockholders prior to the meeting.
(d) If the corporation refuses to allow a stockholder, or the stockholder's agent or attorney, to inspect a list of stockholders before or at the meeting or any adjournment (or copy a list as permitted by subsection (b)), the designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office is located, on application of the stockholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e) Refusal or failure to prepare or make available a list of stockholders does not affect the validity of action taken at the meeting.
(f) The stock transfer records of the corporation shall be prima facie evidence as to who are the stockholders entitled to examine the stockholders' list or transfer records or to vote at any meeting of stockholders.
(Act 2019-94, §1; Act 2020-73, §7; Act 2021-299, §3.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-b/section-10a-2a-7-21/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division B - Voting.›Section 10A-2A-7.21 - Voting Entitlement of Stock.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division B - Voting. › Section 10A-2A-7.21 - Voting Entitlement of Stock.
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Section 10A-2A-7.21
Voting entitlement of stock.
(a) Except as provided in subsections (b) and (d) or unless the certificate of incorporation provides otherwise, each outstanding share of stock, regardless of class or series, is entitled to one vote on each matter voted on at a stockholders' meeting. Only stock is entitled to vote.
(b) Stock of a corporation is not entitled to vote if it is owned by or otherwise belongs to the corporation directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.
(c) Stock held by the corporation in a fiduciary capacity for the benefit of any person is entitled to vote unless it is held for the benefit of, or otherwise belongs to, the corporation directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation.
(d) Redeemable stock is not entitled to vote after delivery of written notice of redemption is effective and a sum sufficient to redeem the stock has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the stock.
(e) For purposes of this section, "voting power" means the current power to vote in the election of directors of a corporation or to elect, select, or appoint governing persons of another entity.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-b/section-10a-2a-7-22/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division B - Voting.›Section 10A-2A-7.22 - Proxies.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division B - Voting. › Section 10A-2A-7.22 - Proxies.
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Section 10A-2A-7.22
Proxies.
(a) A stockholder may vote the stockholder's stock in person or by proxy.
(b) A stockholder, or the stockholder's agent or attorney-in-fact, may appoint a proxy to vote or otherwise act for the stockholder by signing an appointment form, or by an electronic transmission. An electronic transmission must contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender's agent or attorney-in-fact.
(c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to count votes. An appointment is valid for the term provided in the appointment form, and, if no term is provided, is valid for 11 months unless the appointment is irrevocable under subsection (d).
(d) An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:
(1) a pledgee;
(2) a person who purchased or agreed to purchase the stock;
(3) a creditor of the corporation who extended it credit under terms requiring the appointment;
(4) an employee of the corporation whose employment contract requires the appointment; or
(5) a party to a voting agreement created under Section 10A-2A-7.31.
(e) The death or incapacity of the stockholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
(f) An appointment made irrevocable under subsection (d) is revoked when the interest with which it is coupled is extinguished.
(g) Unless it otherwise provides, an appointment made irrevocable under subsection (d) continues in effect after a transfer of the stock and a transferee takes subject to the appointment, except that a transferee for value of stock subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when acquiring the stock and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the stock or on the information statement for stock without certificates.
(h) Subject to Section 10A-2A-7.24 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy's vote or other action as that of the stockholder making the appointment.
(i) Nothing in this section shall be construed as limiting, or extending, authority granted under a durable power of attorney under Section 26-1-2 or Chapter 1A of Title 26, and any successor statute or statutes thereto.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-b/section-10a-2a-7-23/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division B - Voting.›Section 10A-2A-7.23 - Stock Held by Intermediaries and Nominees.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division B - Voting. › Section 10A-2A-7.23 - Stock Held by Intermediaries and Nominees.
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Section 10A-2A-7.23
Stock held by intermediaries and nominees.
(a) A corporation's board of directors may establish a procedure under which a person on whose behalf stock is registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record stockholder by filing with the corporation a beneficial ownership certificate. The terms, conditions, and limitations of this treatment shall be specified in the procedure. To the extent that person is treated under those procedures as having rights or privileges that the record stockholder otherwise would have, the record stockholder shall not have those rights or privileges.
(b) The procedure must specify:
(1) the types of intermediaries or nominees to which it applies;
(2) the rights or privileges that the corporation recognizes in a person with respect to whom a beneficial ownership certificate is filed;
(3) the manner in which the procedure is selected which must include that the beneficial ownership certificate be signed or assented to by or on behalf of the record stockholder and the person on whose behalf the stock is held;
(4) the information that must be provided when the procedure is selected;
(5) the period for which selection of the procedure is effective;
(6) requirements for notice to the corporation with respect to the arrangement; and
(7) the form and contents of the beneficial ownership certificate.
(c) The procedure may specify any other aspects of the rights and duties created by the filing of a beneficial ownership certificate.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-b/section-10a-2a-7-24/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division B - Voting.›Section 10A-2A-7.24 - Acceptance of Votes and Other Instruments.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division B - Voting. › Section 10A-2A-7.24 - Acceptance of Votes and Other Instruments.
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Section 10A-2A-7.24
Acceptance of votes and other instruments.
(a) If the name signed on a vote, ballot, consent, waiver, stockholder demand, or proxy appointment corresponds to the name of a stockholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, stockholder demand, or proxy appointment and give it effect as the act of the stockholder.
(b) If the name signed on a vote, ballot, consent, waiver, stockholder demand, or proxy appointment does not correspond to the name of its stockholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, stockholder demand, or proxy appointment and give it effect as the act of the stockholder if:
(1) the stockholder is an entity and the name signed purports to be that of an officer or agent of the entity;
(2) the name signed purports to be that of an administrator, executor, guardian, or conservator representing the stockholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, stockholder demand, or proxy appointment;
(3) the name signed purports to be that of a receiver or trustee in bankruptcy of the stockholder and, if the corporation requests, evidence of this status acceptable to the corporation has been presented with respect to the vote, ballot, consent, waiver, stockholder demand, or proxy appointment;
(4) the name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the stockholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the stockholder has been presented with respect to the vote, ballot, consent, waiver, stockholder demand, or proxy appointment; or
(5) two or more persons are the stockholder as co-tenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all the co-owners.
(c) The corporation is entitled to reject a vote, ballot, consent, waiver, stockholder demand, or proxy appointment if the person authorized to accept or reject that instrument, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the stockholder.
(d) Neither the corporation or any person authorized by it, nor an inspector of election appointed under Section 10A-2A-7.29, that accepts or rejects a vote, ballot, consent, waiver, stockholder demand, or proxy appointment in good faith and in accordance with the standards of this Section 10A-2A-7.24 or Section 10A-2A-7.22(b) is liable in damages to the stockholder for the consequences of the acceptance or rejection.
(e) Corporate action based on the acceptance or rejection of a vote, ballot, consent, waiver, stockholder demand, or proxy appointment under this section is valid unless the designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office is located, determines otherwise.
(f) If an inspector of election has been appointed under Section 10A-2A-7.29, the inspector of election also has the authority to request information and make determinations under subsections (a), (b), and (c). Any determination made by the inspector of election under those subsections is controlling.
(Act 2019-94, §1; Act 2020-73, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-b/section-10a-2a-7-25/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division B - Voting.›Section 10A-2A-7.25 - Quorum and Voting Requirements for Voting Groups.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division B - Voting. › Section 10A-2A-7.25 - Quorum and Voting Requirements for Voting Groups.
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Section 10A-2A-7.25
Quorum and voting requirements for voting groups.
(a) Stock entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares of stock exists with respect to that matter. Unless the certificate of incorporation provides otherwise, stock representing a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Whenever this chapter requires a particular quorum for a specified action, the certificate of incorporation may not provide for a lower quorum.
(b) Once a share of stock is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting.
(c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the certificate of incorporation requires a greater number of affirmative votes.
(d) An amendment of the certificate of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or subsection (c) is governed by Section 10A-2A-7.27.
(e) The election of directors is governed by Section 10A-2A-7.28.
(f) Whenever a provision of this chapter provides for voting of classes or series as separate voting groups, the rules provided in Section 10A-2A-10.04(c) for amendments of the certificate of incorporation apply to that provision.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-b/section-10a-2a-7-26/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division B - Voting.›Section 10A-2A-7.26 - Action by Single and Multiple Voting Groups.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division B - Voting. › Section 10A-2A-7.26 - Action by Single and Multiple Voting Groups.
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Section 10A-2A-7.26
Action by single and multiple voting groups.
(a) If the certificate of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 10A-2A-7.25.
(b) If the certificate of incorporation or this chapter provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 10A-2A-7.25. Action may be taken by different voting groups on a matter at different times.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-b/section-10a-2a-7-27/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division B - Voting.›Section 10A-2A-7.27 - Modifying Quorum or Voting Requirements.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division B - Voting. › Section 10A-2A-7.27 - Modifying Quorum or Voting Requirements.
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Section 10A-2A-7.27
Modifying quorum or voting requirements.
An amendment to the certificate of incorporation that adds, changes, or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-b/section-10a-2a-7-28/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division B - Voting.›Section 10A-2A-7.28 - Voting for Directors; Cumulative Voting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division B - Voting. › Section 10A-2A-7.28 - Voting for Directors; Cumulative Voting.
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Section 10A-2A-7.28
Voting for directors; cumulative voting.
(a) Unless otherwise provided in the certificate of incorporation, directors are elected by a plurality of the votes cast by the stock entitled to vote in the election at a meeting at which a quorum is present.
(b) Stockholders do not have a right to cumulate their votes for directors unless the certificate of incorporation so provides.
(c) A statement included in the certificate of incorporation that "[all] [a designated voting group of] stockholders are entitled to cumulate their votes for directors" (or words of similar import) means that the stockholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates.
(d) Stock otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless:
(1) the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or
(2) a stockholder who has the right to cumulate the stockholder's votes gives notice to the corporation not less than 48 hours before the time set for the meeting of the stockholder's intent to cumulate votes during the meeting, and if one stockholder gives this notice all other stockholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-b/section-10a-2a-7-29/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division B - Voting.›Section 10A-2A-7.29 - Inspectors of Election.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division B - Voting. › Section 10A-2A-7.29 - Inspectors of Election.
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Section 10A-2A-7.29
Inspectors of election.
(a) The corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of the duties of inspector, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of the inspector's ability.
(b) The inspectors shall:
(1) Ascertain the number of shares of stock outstanding and the voting power of each;
(2) Determine the shares of stock represented at a meeting and the validity of proxies and ballots;
(3) Count all votes and ballots;
(4) Determine and retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors; and
(5) Certify their determination of the number of shares represented at the meeting, and their count of all votes and ballots. The inspectors may appoint or retain other persons or entities to assist the inspectors in the performance of the duties of the inspectors.
(c) The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting. No ballot, proxies, or votes, nor any revocations thereof or changes thereto, shall be accepted by the inspectors after the closing of the polls unless the designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the corporation's most recent registered office is located, upon application by a stockholder shall determine otherwise.
(d) In determining the validity and counting of proxies and ballots, the inspectors shall be limited to an examination of the proxies, any envelopes submitted with those proxies, any information provided in accordance with Section 10A-2A-7.22, or any information provided pursuant to Section 10A-2A-7.09(b), ballots and the regular books and records of the corporation, except that the inspectors may consider other reliable information for the limited purpose of reconciling proxies and ballots submitted by or on behalf of banks, brokers, their nominees, or similar persons which represent more votes than the holder of a proxy is authorized by the record owner to cast or more votes than the stockholder holds of record. If the inspectors consider other reliable information for the limited purpose permitted herein, the inspectors at the time they make their certification pursuant to subsection (b)(5) of this section shall specify the precise information considered by them including the person or persons from whom they obtained the information, when the information was obtained, the means by which the information was obtained, and the basis for the inspectors' belief that the information is accurate and reliable.
(e) Unless otherwise provided in the certificate of incorporation or bylaws, this section shall not apply to a corporation that does not have a class of voting stock that is:
(1) Listed on a national securities exchange;
(2) Authorized for quotation on an interdealer quotation system of a registered national securities association; or
(3) Held of record by more than 2,000 stockholders.
(Act 2019-94, §1; Act 2020-73, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-c/section-10a-2a-7-30/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division C - Voting Trusts and Agreements.›Section 10A-2A-7.30 - Voting Trusts.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division C - Voting Trusts and Agreements. › Section 10A-2A-7.30 - Voting Trusts.
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Section 10A-2A-7.30
Voting trusts.
(a) One or more stockholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their stock to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of stock each transferred to the trust, and deliver copies of the list and agreement to the corporation at its principal office.
(b) A voting trust becomes effective on the date the first shares of stock subject to the trust are registered in the trustee's name.
(c) Limits, if any, on the duration of a voting trust shall be as set forth in the voting trust. A voting trust that became effective when this chapter provided a 10-year limit on its duration remains governed by the provisions of this section concerning duration then in effect, unless the voting trust is amended to provide otherwise by unanimous agreement of the parties to the voting trust.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-c/section-10a-2a-7-31/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division C - Voting Trusts and Agreements.›Section 10A-2A-7.31 - Voting Agreements.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division C - Voting Trusts and Agreements. › Section 10A-2A-7.31 - Voting Agreements.
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Section 10A-2A-7.31
Voting agreements.
(a) Two or more stockholders may provide for the manner in which they will vote their stock by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of Section 10A-2A-7.30.
(b) A voting agreement created under this section is specifically enforceable.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-c/section-10a-2a-7-32/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division C - Voting Trusts and Agreements.›Section 10A-2A-7.32 - Stockholder Agreements.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division C - Voting Trusts and Agreements. › Section 10A-2A-7.32 - Stockholder Agreements.
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Section 10A-2A-7.32
Stockholder agreements.
(a) An agreement among the stockholders of a corporation that complies with this section is effective among the stockholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it:
(1) eliminates the board of directors or restricts the discretion or powers of the board of directors;
(2) governs the authorization or making of distributions, regardless of whether they are in proportion to ownership of stock, subject to the limitations in Section 10A-2A-6.40;
(3) establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal;
(4) governs, in general or in regard to specific matters, the exercise or division of voting power by or between the stockholders and directors or by or among any of them, including use of weighted voting rights or director proxies;
(5) establishes the terms and conditions of any agreement for the transfer or use of property or the provision of services between the corporation and any stockholder, director, officer or employee of the corporation or among any of them;
(6) transfers to one or more stockholders or other persons all or part of the authority to exercise the corporate powers or to manage the business and affairs of the corporation, including the resolution of any issue about which there exists a deadlock among directors or stockholders;
(7) requires dissolution of the corporation at the request of one or more of the stockholders or upon the occurrence of a specified event or contingency; or
(8) otherwise governs the exercise of the corporate powers or the management of the business and affairs of the corporation or the relationship among the stockholders, the directors and the corporation, or among any of them, and is not contrary to public policy.
(b) An agreement authorized by this section shall be:
(1) as set forth (i) in the certificate of incorporation or bylaws and approved by all persons who are stockholders at the time of the agreement, or (ii) in a written agreement that is signed by all persons who are stockholders at the time of the agreement and is made known to the corporation; and
(2) subject to amendment only by all persons who are stockholders at the time of the amendment, unless the agreement provides otherwise.
(c) The existence of an agreement authorized by this section shall be noted conspicuously on the front or back of each certificate for outstanding stock or in the information required by Section 10A-1-3.45. If at the time of the agreement the corporation has stock outstanding represented by certificates, the corporation shall recall the outstanding certificates and issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement as required by this subsection shall not affect the validity of the agreement or any action taken pursuant to it. Any purchaser of stock who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to rescission of the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or if the stock is not represented by a certificate, the information required by Section 10A-1-3.45 is delivered to the purchaser at or before the time of purchase of the stock. An action to enforce the right of rescission authorized by this subsection shall be commenced within the earlier of 90 days after discovery of the existence of the agreement or two years after the time of purchase of the stock.
(d) If the agreement ceases to be effective for any reason, the board of directors may, if the agreement is contained or referred to in the corporation's certificate of incorporation or bylaws, adopt an amendment to the certificate of incorporation or bylaws, without stockholder action, to delete the agreement and any references to it.
(e) An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom the discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement. An agreement authorized by this section that eliminates the board of directors shall impose on the person or persons in whom the discretion or powers of the directors are vested the liability for acts or omissions as are imposed by law on directors.
(f) The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any stockholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement.
(g) Incorporators or subscribers for stock may act as stockholders with respect to an agreement authorized by this section if no stock has been issued when the agreement is made.
(h) Limits, if any, on the duration of an agreement authorized by this section must be set forth in the agreement.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-d/section-10a-2a-7-40/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division D - Derivative Proceedings.›Section 10A-2A-7.40 - Division Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division D - Derivative Proceedings. › Section 10A-2A-7.40 - Division Definitions.
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Section 10A-2A-7.40
Division definitions.
In this division:
(1) COURT means the designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office is located.
(2) DERIVATIVE ACTION means a civil suit in the right of a corporation or, to the extent provided in Section 10A-2A-7.48, in the right of a foreign corporation.
(3) STOCKHOLDER means a record stockholder, a beneficial stockholder, and an unrestricted voting trust beneficial owner.
(Act 2019-94, §1; Act 2020-73, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-d/section-10a-2a-7-41/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division D - Derivative Proceedings.›Section 10A-2A-7.41 - Right of Derivative Action.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division D - Derivative Proceedings. › Section 10A-2A-7.41 - Right of Derivative Action.
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Section 10A-2A-7.41
Right of derivative action.
A stockholder may commence or maintain a derivative action in the right of a corporation to enforce a right of the corporation by complying with this division.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-d/section-10a-2a-7-42/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division D - Derivative Proceedings.›Section 10A-2A-7.42 - Standing.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division D - Derivative Proceedings. › Section 10A-2A-7.42 - Standing.
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Section 10A-2A-7.42
Standing.
A stockholder may commence or maintain a derivative action in the right of the corporation only if the stockholder:
(1) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation; and
(2) either:
(A) was a stockholder of the corporation at the time of the act or omission of which the stockholder complains; or
(B) whose status as a stockholder devolved upon the person by operation of law from a person who was a stockholder at the time of the act or omission of which the stockholder complains.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-d/section-10a-2a-7-43/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division D - Derivative Proceedings.›Section 10A-2A-7.43 - Demand.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division D - Derivative Proceedings. › Section 10A-2A-7.43 - Demand.
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Section 10A-2A-7.43
Demand.
A stockholder may commence a derivative action in the right of the corporation, if:
(a) the stockholder first makes a written demand upon the corporation requesting that it bring an action to enforce the right and the corporation does not bring the action within a reasonable time; or
(b) a demand under subsection (a) would be futile.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-d/section-10a-2a-7-44/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division D - Derivative Proceedings.›Section 10A-2A-7.44 - Pleading.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division D - Derivative Proceedings. › Section 10A-2A-7.44 - Pleading.
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Section 10A-2A-7.44
Pleading.
In a derivative action, the complaint must state with particularity:
(a) the date and content of plaintiff's demand and the corporation's response by the corporation to the demand; or
(b) why the demand should be excused as futile.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-d/section-10a-2a-7-45/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division D - Derivative Proceedings.›Section 10A-2A-7.45 - Stay of Proceedings.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division D - Derivative Proceedings. › Section 10A-2A-7.45 - Stay of Proceedings.
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Section 10A-2A-7.45
Stay of proceedings.
For the purpose of allowing the corporation time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this division, the court may stay any derivative action for the period the court deems appropriate.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-d/section-10a-2a-7-46/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division D - Derivative Proceedings.›Section 10A-2A-7.46 - Discontinuance or Settlement.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division D - Derivative Proceedings. › Section 10A-2A-7.46 - Discontinuance or Settlement.
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Section 10A-2A-7.46
Discontinuance or settlement.
A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to stockholders of the corporation in such manner as the court directs.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-d/section-10a-2a-7-47/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division D - Derivative Proceedings.›Section 10A-2A-7.47 - Proceeds and Expenses.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division D - Derivative Proceedings. › Section 10A-2A-7.47 - Proceeds and Expenses.
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Section 10A-2A-7.47
Proceeds and expenses.
(a) Except as otherwise provided in subsection (b):
(1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the corporation and not to the derivative plaintiff; and
(2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the corporation.
(b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the corporation.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-7/division-d/section-10a-2a-7-48/
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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 2A - Alabama Business Corporation Law.›Article 7 - Stockholders.›Division D - Derivative Proceedings.›Section 10A-2A-7.48 - Applicability to Foreign Corporations.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 7 - Stockholders. › Division D - Derivative Proceedings. › Section 10A-2A-7.48 - Applicability to Foreign Corporations.
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Section 10A-2A-7.48
Applicability to foreign corporations.
In any derivative action in the right of a foreign corporation, the right of a person to commence or maintain a derivative action in the right of a foreign corporation, and any matters raised in the action covered by Sections 10A-2A-7.42 through 10A-2A-7.47, shall be governed by the law of the jurisdiction under which the foreign corporation was formed; except that any matters raised in the action covered by Sections 10A-2A-7.45, 10A-2A-7.46, and 10A-2A-7.47 shall be governed by the law of this state.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-a/section-10a-2a-8-01/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2A-8.01 - Requirement for and Functions of Board of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2A-8.01 - Requirement for and Functions of Board of Directors.
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Section 10A-2A-8.01
Requirement for and functions of board of directors.
(a) Except as may be provided in an agreement authorized under Section 10A-2A-7.32, each corporation shall have a board of directors.
(b) Except as may be provided in an agreement authorized under Section 10A-2A-7.32, and subject to any limitation in the certificate of incorporation permitted by Section 10A-2A-2.02(b), all corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the board of directors.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-a/section-10a-2a-8-02/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2A-8.02 - Qualifications of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2A-8.02 - Qualifications of Directors.
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Section 10A-2A-8.02
Qualifications of directors.
(a) The certificate of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and be lawful.
(b) A requirement that is based on a past, prospective, or current action, or expression of opinion, by a nominee for director or a director that could limit the ability of a nominee for director or a director to discharge his or her duties as a director is not a permissible qualification under this section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause.
(c) A director shall be a natural person of the age of at least 19 years but need not be a resident of this state or a stockholder unless the certificate of incorporation or bylaws so prescribe.
(d) A qualification for nomination for director prescribed before a person's nomination shall apply to that person at the time of nomination. A qualification for nomination for director prescribed after a person's nomination shall not apply to that person with respect to that person's nomination.
(e) A qualification for director prescribed before a director has been elected or appointed may apply only at the time an individual becomes a director or may apply during a director's term. A qualification prescribed after a director has been elected or appointed shall not apply to that director before the end of that director's term.
(Act 2019-94, §1.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2A-8.03 - Number and Election of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2A-8.03 - Number and Election of Directors.
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Section 10A-2A-8.03
Number and election of directors.
(a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the certificate of incorporation or bylaws.
(b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the certificate of incorporation or bylaws.
(c) Except as set forth in Section 10A-2A-2.04, directors are elected at the first annual stockholders' meeting and at each annual stockholders' meeting thereafter unless elected by written consent in lieu of an annual meeting as permitted by Section 10A-2A-7.04 or unless their terms are staggered under Section 10A-2A-8.06.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-a/section-10a-2a-8-04/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2A-8.04 - Election of Directors by Certain Classes or Series of Stock.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2A-8.04 - Election of Directors by Certain Classes or Series of Stock.
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Section 10A-2A-8.04
Election of directors by certain classes or series of stock.
If the certificate of incorporation or action by the board of directors pursuant to Section 10A-2A-6.02 authorizes dividing the stock into classes or series, the certificate of incorporation may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of stock. A class or series (or multiple classes or series) of stock entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-a/section-10a-2a-8-05/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2A-8.05 - Terms of Directors Generally.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2A-8.05 - Terms of Directors Generally.
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Section 10A-2A-8.05
Terms of directors generally.
(a) The terms of the initial directors of a corporation expire at the first stockholders' meeting at which directors are elected.
(b) The terms of all other directors expire at the next, or if their terms are staggered in accordance with Section 10A-2A-8.06, at the applicable second or third, annual stockholders' meeting following their election, except to the extent (i) provided in Section 10A-2A-10.22 if a bylaw electing to be governed by that section is in effect, or (ii) a shorter term is specified in the certificate of incorporation in the event of a director nominee failing to receive a specified vote for election.
(c) A decrease in the number of directors does not shorten an incumbent director's term.
(d) Except as set forth in the next sentence of this subsection, the term of a director elected to fill a vacancy expires at the next stockholders' meeting at which directors are elected. The term of a director elected to fill a vacancy in a corporation, the directors of which have been divided into groups under Section 10A-2A-8.06, shall hold office until the next election of the group for which that group of directors has been chosen, and until their successors shall be elected and qualified.
(e) Except to the extent otherwise provided in the certificate of incorporation or under Section 10A-2A-10.22 if a bylaw electing to be governed by that section is in effect, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or there is a decrease in the number of directors.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-a/section-10a-2a-8-06/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2A-8.06 - Staggered Terms for Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2A-8.06 - Staggered Terms for Directors.
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Section 10A-2A-8.06
Staggered terms for directors.
The certificate of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing half or one-third of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual stockholders' meeting after their election, the terms of the second group expire at the second annual stockholders' meeting after their election, and the terms of the third group, if any, expire at the third annual stockholders' meeting after their election. At each annual stockholders' meeting held thereafter, directors shall be elected for a term of two years or three years, as the case may be, to succeed those whose terms expire.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-a/section-10a-2a-8-07/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2A-8.07 - Resignation of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2A-8.07 - Resignation of Directors.
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Section 10A-2A-8.07
Resignation of directors.
(a) A director may resign at any time by delivering a written notice of resignation to the board of directors or its chair, to the secretary, or to the corporation.
(b) A resignation is effective as provided in Section 10A-2A-1.41(i) unless the resignation provides for a delayed effectiveness, including effectiveness determined upon a future event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-a/section-10a-2a-8-08/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2A-8.08 - Removal of Directors by Stockholders.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2A-8.08 - Removal of Directors by Stockholders.
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Section 10A-2A-8.08
Removal of directors by stockholders.
(a) The stockholders may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only for cause.
(b) If a director is elected by a voting group of stockholders, only the stockholders of that voting group may participate in the vote to remove that director.
(c) A director may be removed if the number of votes cast to remove exceeds the number of votes cast not to remove the director, except to the extent the certificate of incorporation or bylaws require a greater number; provided that if cumulative voting is authorized, a director may not be removed if, in the case of a meeting, the number of votes sufficient to elect the director under cumulative voting is voted against removal and, if in the case of an action by written consent, the action is taken by less than unanimous consent.
(d) A director may be removed by the stockholders only at a meeting called for the purpose of removing the director and the meeting notice must state that removal of the director is a purpose of the meeting.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-a/section-10a-2a-8-09/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2A-8.09 - Removal of Directors by Judicial Proceeding.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2A-8.09 - Removal of Directors by Judicial Proceeding.
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Section 10A-2A-8.09
Removal of directors by judicial proceeding.
(a) The designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office is located may remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that (i) the director engaged in fraudulent conduct with respect to the corporation or its stockholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and (ii) considering the director's course of conduct and the inadequacy of other available remedies, removal or such other relief would be in the best interest of the corporation.
(b) A stockholder proceeding on behalf of the corporation under subsection (a) shall comply with all of the requirements of Division D of Article 7, except clause (2) of Section 10A-2A-7.42.
(Act 2019-94, §1; Act 2020-73, §7.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-a/section-10a-2a-8-10/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2A-8.10 - Vacancy on Board of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2A-8.10 - Vacancy on Board of Directors.
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Section 10A-2A-8.10
Vacancy on board of directors.
(a) Unless the certificate of incorporation provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1) the stockholders may fill the vacancy;
(2) the board of directors may fill the vacancy; or
(3) if the directors remaining in office are less than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of stockholders, only the holders of stock of that voting group are entitled to vote to fill the vacancy if it is filled by the stockholders, and only the remaining directors elected by that voting group, even if less than a quorum, are entitled to fill the vacancy if it is filled by the directors.
(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section 10A-2A-8.07(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-a/section-10a-2a-8-11/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division A - Board of Directors.›Section 10A-2A-8.11 - Compensation of Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2A-8.11 - Compensation of Directors.
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Section 10A-2A-8.11
Compensation of directors.
Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-b/section-10a-2a-8-20/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division B - Meetings and Action of the Board of Directors.›Section 10A-2A-8.20 - Meetings.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.20 - Meetings.
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Section 10A-2A-8.20
Meetings.
(a) The board of directors may hold regular or special meetings in or out of this state.
(b) Unless restricted by the certificate of incorporation or bylaws, any or all directors may participate in any meeting of the board of directors through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-b/section-10a-2a-8-21/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division B - Meetings and Action of the Board of Directors.›Section 10A-2A-8.21 - Action Without Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.21 - Action Without Meeting.
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Section 10A-2A-8.21
Action without meeting.
(a) Except to the extent that the certificate of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.
(b) Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify a later time as the time at which the action taken is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before delivery to the corporation of unrevoked written consents signed by all the directors.
(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-b/section-10a-2a-8-22/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division B - Meetings and Action of the Board of Directors.›Section 10A-2A-8.22 - Notice of Meeting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.22 - Notice of Meeting.
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Section 10A-2A-8.22
Notice of meeting.
(a) Unless the certificate of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(b) Unless the certificate of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the certificate of incorporation or bylaws.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-b/section-10a-2a-8-23/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division B - Meetings and Action of the Board of Directors.›Section 10A-2A-8.23 - Waiver of Notice.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.23 - Waiver of Notice.
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Section 10A-2A-8.23
Waiver of notice.
(a) A director may waive any notice required by this chapter, the certificate of incorporation or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice and delivered to the corporation for filing by the corporation with the minutes or corporate records.
(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not after objecting vote for or assent to action taken at the meeting.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-b/section-10a-2a-8-24/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division B - Meetings and Action of the Board of Directors.›Section 10A-2A-8.24 - Quorum and Voting.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.24 - Quorum and Voting.
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Section 10A-2A-8.24
Quorum and voting.
(a) Unless the certificate of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the certificate of incorporation or bylaws.
(b) The quorum of the board of directors specified in or fixed in accordance with the certificate of incorporation or bylaws may not consist of less than one-third of the specified or fixed number of directors.
(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the certificate of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter.
(d) A director who is present at a meeting of the board of directors or a committee when corporate action is taken is deemed to have assented to the action taken unless: (i) the director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; (ii) the dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) the director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-b/section-10a-2a-8-25/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division B - Meetings and Action of the Board of Directors.›Section 10A-2A-8.25 - Committees of the Board.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.25 - Committees of the Board.
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Section 10A-2A-8.25
Committees of the board.
(a) Unless this chapter, the certificate of incorporation, or the bylaws provide otherwise, a board of directors may establish one or more board committees composed exclusively of one or more directors to perform functions of the board of directors.
(b) The establishment of a board committee and appointment of members to it shall be approved by the greater of (i) a majority of all the directors in office when the action is taken or (ii) the number of directors required by the certificate of incorporation or bylaws to take action under Section 10A-2A-8.24, unless, in either case, this chapter or the certificate of incorporation provides otherwise.
(c) Section 10A-2A-8.20 through Section 10A-2A-8.24 apply to board committees and their members.
(d) A board committee may exercise the powers of the board of directors under Section 10A-2A-8.01, to the extent specified by the board of directors or in the certificate of incorporation or bylaws, except that a board committee may not:
(1) authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;
(2) approve or propose to stockholders action that this chapter requires be approved by stockholders;
(3) fill vacancies on the board of directors or, subject to subsection (e), on any board committees; or
(4) adopt, amend, or repeal bylaws or amend or restate the certificate of incorporation.
(e) The board of directors may appoint one or more directors as alternate members of any board committee to replace any absent or disqualified member during the member's absence or disqualification. If the certificate of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member's absence or disqualification.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-b/section-10a-2a-8-26/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division B - Meetings and Action of the Board of Directors.›Section 10A-2A-8.26 - Submission of Matters for Stockholder Vote.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.26 - Submission of Matters for Stockholder Vote.
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Section 10A-2A-8.26
Submission of matters for stockholder vote.
A corporation may agree to submit a matter to a vote of its stockholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-c/section-10a-2a-8-30/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division C - Directors.›Section 10A-2A-8.30 - Standards of Conduct for Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division C - Directors. › Section 10A-2A-8.30 - Standards of Conduct for Directors.
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Section 10A-2A-8.30
Standards of conduct for directors.
Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead:
(a) Each member of the board of directors, when discharging the duties of a director, shall act: (i) in good faith, and (ii) in a manner the director reasonably believes to be in the best interests of the corporation.
(b) The members of the board of directors or a board committee, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
(c) In discharging board of directors or board committee duties, a director shall disclose, or cause to be disclosed, to the other board of directors or board committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.
(d) In discharging board of directors or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in subsection (f)(1) or subsection (f)(3) to whom the board of directors may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board of directors' functions that are delegable under applicable law.
(e) In discharging board of directors or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (f).
(f) A director is entitled to rely, in accordance with subsection (d) or (e), on:
(1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports or statements provided;
(2) legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters (i) within the particular person's professional or expert competence, or (ii) as to which the particular person merits confidence; or
(3) a board committee of which the director is not a member if the director reasonably believes the committee merits confidence.
(Act 2019-94, §1; Act 2021-299, §3.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-c/section-10a-2a-8-31/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division C - Directors.›Section 10A-2A-8.31 - Standards of Liability for Directors.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division C - Directors. › Section 10A-2A-8.31 - Standards of Liability for Directors.
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Section 10A-2A-8.31
Standards of liability for directors.
Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead:
(a) A director shall not be liable to the corporation or its stockholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting liability in a proceeding establishes that:
(1) no defense interposed by the director based on (i) any provision in the certificate of incorporation authorized by Section 10A-2A-2.02(b)(4) or by Section 10A-2A-2.02(b)(6), or (ii) the protection afforded by Section 10A-2A-8.60, precludes liability; and
(2) the challenged conduct consisted or was the result of:
(i) action not in good faith; or
(ii) a decision
(A) which the director did not reasonably believe to be in the best interests of the corporation, or
(B) as to which the director was not informed to an extent the director reasonably believed appropriate in the circumstances; or
(iii) a lack of objectivity due to the director's familial, financial or business relationship with, or a lack of independence due to the director's domination or control by, another person having a material interest in the challenged conduct,
(A) which relationship or which domination or control could reasonably be expected to have affected the director's judgment respecting the challenged conduct in a manner adverse to the corporation, and
(B) after a reasonable expectation to that effect has been established, the director shall not have established that the challenged conduct was reasonably believed by the director to be in the best interests of the corporation; or
(iv) a sustained failure of the director to devote attention to ongoing oversight of the business and affairs of the corporation, or a failure to devote timely attention, by making (or causing to be made) appropriate inquiry, when particular facts and circumstances of significant concern materialize that would alert a reasonably attentive director to the need for that inquiry; or
(v) receipt of a financial benefit to which the director was not entitled or any other breach of the director's duties to deal fairly with the corporation and its stockholders that is actionable under applicable law.
(b) The party seeking to hold the director liable:
(1) for money damages, shall also have the burden of establishing that:
(i) harm to the corporation or its stockholders has been suffered, and
(ii) the harm suffered was proximately caused by the director's challenged conduct; or
(2) for other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, shall also have whatever persuasion burden may be called for to establish that the payment sought is appropriate in the circumstances; or
(3) for other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, shall also have whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances.
(c) Nothing contained in this section shall (i) in any instance where fairness is at issue alter the burden of proving the fact or lack of fairness otherwise applicable, (ii) alter the fact or lack of liability of a director under another section of this chapter, such as the provisions governing the consequences of an unlawful distribution under Section 10A-2A-8.32 or a transactional interest under Section 10A-2A-8.60, or (iii) affect any rights to which the corporation or a stockholder may be entitled under another statute of this state or the United States.
(Act 2019-94, §1; Act 2021-299, §3.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division C - Directors.›Section 10A-2A-8.32 - Directors' Liability for Unlawful Distributions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division C - Directors. › Section 10A-2A-8.32 - Directors' Liability for Unlawful Distributions.
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Section 10A-2A-8.32
Directors' liability for unlawful distributions.
(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a) if the party asserting liability establishes that when taking the action the director did not comply with Section 10A-2A-8.30.
(b) A director held liable under subsection (a) for an unlawful distribution is entitled to:
(1) contribution from every other director who could be held liable under subsection (a) for the unlawful distribution; and
(2) recoupment from each stockholder of the pro-rata portion of the amount of the unlawful distribution the stockholder accepted, knowing the distribution was made in violation of Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a).
(c) A proceeding to enforce:
(1) the liability of a director under subsection (a) is barred unless it is commenced within two years after the date (i) on which the effect of the distribution was measured under Section 10A-2A-6.40(e) or (g), (ii) as of which the violation of Section 10A-2A-6.40(a) occurred as the consequence of disregard of a restriction in the certificate of incorporation, or (iii) on which the distribution of assets to stockholders under Section 10A-2A-14.08(a) was made; or
(2) contribution or recoupment under subsection (b) is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a).
(Act 2019-94, §1.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division D - Officers.›Section 10A-2A-8.40 - Officers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2A-8.40 - Officers.
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Section 10A-2A-8.40
Officers.
(a) A corporation has the officers described in its certificate of incorporation or bylaws or appointed by the board of directors in accordance with the certificate of incorporation or bylaws.
(b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the certificate of incorporation or bylaws or the board of directors.
(c) The certificate of incorporation, bylaws, or the board of directors shall assign to an officer responsibility for maintaining and authenticating the records of the corporation required to be kept under Section 10A-2A-16.01(a).
(d) Unless the certificate of incorporation or bylaws provide otherwise, the same individual may simultaneously hold more than one office in a corporation.
(Act 2019-94, §1.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division D - Officers.›Section 10A-2A-8.41 - Functions of Officers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2A-8.41 - Functions of Officers.
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Section 10A-2A-8.41
Functions of officers.
Each officer has the authority and shall perform the functions set forth in the certificate of incorporation or bylaws or, to the extent consistent with the certificate of incorporation or bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.
(Act 2019-94, §1.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division D - Officers.›Section 10A-2A-8.42 - Standards of Conduct for Officers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2A-8.42 - Standards of Conduct for Officers.
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Section 10A-2A-8.42
Standards of conduct for officers.
Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead:
(a) An officer, when performing in his or her capacity as such, has the duty to act:
(1) in good faith;
(2) with the care that a person in a like position would reasonably exercise under similar circumstances; and
(3) in a manner the officer reasonably believes to be in the best interests of the corporation.
(b) The duty of an officer includes the obligation:
(1) to inform the superior officer to whom, or the board of directors or the board committee to which, the officer reports of information about the affairs of the corporation known to the officer, within the scope of the officer's functions, and known to the officer to be material to that superior officer, board of directors or board committee; and
(2) to inform his or her superior officer, or another appropriate person within the corporation, or the board of directors, or a board committee, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.
(c) In discharging an officer's duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on:
(1) the performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or
(2) information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters (i) within the particular person's professional or expert competence or (ii) as to which the particular person merits confidence.
(d) An officer shall not be liable to the corporation or its stockholders for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in each instance on applicable law, including those principles of Section 10A-2A-8.31 that have relevance.
(Act 2019-94, §1; Act 2021-299, §3.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division D - Officers.›Section 10A-2A-8.43 - Resignation and Removal of Officers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2A-8.43 - Resignation and Removal of Officers.
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Section 10A-2A-8.43
Resignation and removal of officers.
Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead:
(a) An officer may resign at any time by delivering a written notice to the board of directors, its chair, the appointing officer, the secretary, or the corporation. A resignation is effective as provided in Section 10A-2A-1.41(i) unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer accepts the delay, the board of directors or the appointing officer may fill the pending vacancy before the delayed effectiveness but the new officer may not take office until the vacancy occurs.
(b) An officer may be removed at any time with or without cause by (i) the board of directors; (ii) the appointing officer, unless the certificate of incorporation, bylaws, or the board of directors provide otherwise; or (iii) any other officer if authorized by the certificate of incorporation, bylaws, or the board of directors.
(c) In this section, "appointing officer" means the officer (including any successor to that officer) who appointed the officer resigning or being removed.
(Act 2019-94, §1; Act 2021-299, §3.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division D - Officers.›Section 10A-2A-8.44 - Contract Rights of Officers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2A-8.44 - Contract Rights of Officers.
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Section 10A-2A-8.44
Contract rights of officers.
(a) The election or appointment of an officer does not itself create contract rights.
(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer.
(Act 2019-94, §1.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division E - Indemnification and Advance for Expenses.›Section 10A-2A-8.50 - Division Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.50 - Division Definitions.
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Section 10A-2A-8.50
Division definitions.
In this division:
(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation.
(2) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
(3) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or expenses incurred with respect to a proceeding.
(4) "Official capacity" means: (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an officer, as contemplated in Section 10A-2A-8.56, the office in a corporation held by the officer. "Official capacity" does not include service for any other corporation or foreign corporation or any joint venture, trust, employee benefit plan, or other entity.
(5) "Party" means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
(Act 2019-94, §1.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division E - Indemnification and Advance for Expenses.›Section 10A-2A-8.51 - Permissible Indemnification.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.51 - Permissible Indemnification.
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Section 10A-2A-8.51
Permissible indemnification.
(a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:
(1) (i) the director conducted himself or herself in good faith; and
(ii) the director reasonably believed:
(A) in the case of conduct in an official capacity, that his or her conduct was in the best interests of the corporation; and
(B) in all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and
(iii) in the case of any criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful; or
(2) the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the certificate of incorporation (as authorized by Section 10A-2A-2.02(b)(5)).
(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (a)(1)(ii)(B).
(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
(d) Unless ordered by a court under Section 10A-2A-8.54(a)(3), a corporation may not indemnify a director:
(1) in connection with a proceeding by or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a); or
(2) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which he or she was not entitled, regardless of whether it involved action in the director's official capacity.
(Act 2019-94, §1.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division E - Indemnification and Advance for Expenses.›Section 10A-2A-8.52 - Mandatory Indemnification.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.52 - Mandatory Indemnification.
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Section 10A-2A-8.52
Mandatory indemnification.
A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred by the director in connection with the proceeding.
(Act 2019-94, §1.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division E - Indemnification and Advance for Expenses.›Section 10A-2A-8.53 - Advance for Expenses.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.53 - Advance for Expenses.
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Section 10A-2A-8.53
Advance for expenses.
(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director if the director delivers to the corporation a signed written undertaking of the director to repay any funds advanced if (i) the director is not entitled to mandatory indemnification under Section 10A-2A-8.52 and (ii) it is ultimately determined under Section 10A-2A-8.54 or Section 10A-2A-8.55 that the director is not entitled to indemnification.
(b) The undertaking required by subsection (a) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
(c) Authorizations under this section shall be made:
(1) by the board of directors:
(i) if there are two or more qualified directors, by a majority vote of all the qualified directors (a majority of whom shall for that purpose constitute a quorum) or by a majority of the members of a committee consisting solely of two or more qualified directors appointed by a majority vote of qualified directors; or
(ii) if there are fewer than two qualified directors, by the vote necessary for action by the board of directors in accordance with Section 10A-2A-8.24(c), in which authorization directors who are not qualified directors may participate; or
(2) by the stockholders, but stock owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.
(Act 2019-94, §1.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division E - Indemnification and Advance for Expenses.›Section 10A-2A-8.54 - Court-Ordered Indemnification and Advance for Expenses.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.54 - Court-Ordered Indemnification and Advance for Expenses.
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Section 10A-2A-8.54
Court-ordered indemnification and advance for expenses.
(a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:
(1) order indemnification if the court determines that the director is entitled to mandatory indemnification under Section 10A-2A-8.52;
(2) order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by Section 10A-2A-8.58(a); or
(3) order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable (i) to indemnify the director, or (ii) to advance expenses to the director, even if, in the case of (i) or (ii), he or she has not met the relevant standard of conduct set forth in Section 10A-2A-8.51(a), failed to comply with Section 10A-2A-8.53 or was adjudged liable in a proceeding referred to in Section 10A-2A-8.51(d)(1) or Section 10A-2A-8.51(d)(2), but if the director was adjudged so liable indemnification shall be limited to expenses incurred in connection with the proceeding.
(b) If the court determines that the director is entitled to indemnification under subsection (a)(1) or to indemnification or advance for expenses under subsection (a)(2), it shall also order the corporation to pay the director's expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3), it may also order the corporation to pay the director's expenses to obtain court-ordered indemnification or advance for expenses.
(Act 2019-94, §1.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division E - Indemnification and Advance for Expenses.›Section 10A-2A-8.55 - Determination and Authorization of Indemnification.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.55 - Determination and Authorization of Indemnification.
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Section 10A-2A-8.55
Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under Section 10A-2A-8.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in Section 10A-2A-8.51.
(b) The determination shall be made:
(1) if there are two or more qualified directors, by the board of directors by a majority vote of all the qualified directors (a majority of whom shall for that purpose constitute a quorum), or by a majority of the members of a committee of two or more qualified directors appointed by a majority vote of qualified directors;
(2) by special legal counsel:
(i) selected in the manner prescribed in subsection (b)(1); or
(ii) if there are fewer than two qualified directors, selected by the board of directors (in which selection directors who are not qualified directors may participate); or
(3) by the stockholders, but stock owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.
(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible except that if there are fewer than two qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subsection (b)(2)(ii).
(Act 2019-94, §1.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division E - Indemnification and Advance for Expenses.›Section 10A-2A-8.56 - Indemnification of Officers.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.56 - Indemnification of Officers.
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Section 10A-2A-8.56
Indemnification of officers.
(a) A corporation may indemnify and advance expenses under this Division E of this Article 8 to an officer who is a party to a proceeding because he or she is an officer
(1) to the same extent as a director; and
(2) if he or she is an officer but not a director, to such further extent as may be provided by the certificate of incorporation or the bylaws, or by a resolution adopted or a contract approved by the board of directors or stockholders, except for
(i) liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding, or
(ii) liability arising out of conduct that constitutes
(A) receipt by the officer of a financial benefit to which he or she is not entitled,
(B) an intentional infliction of harm on the corporation or the stockholders, or
(C) an intentional violation of criminal law.
(b) Subsection (a)(2) shall apply to an officer who is also a director if he or she is made a party to the proceeding based on an act or omission solely as an officer.
(c) An officer who is not a director is entitled to mandatory indemnification under Section 10A-2A-8.52, and may apply to a court under Section 10A-2A-8.54 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those sections.
(Act 2019-94, §1.)
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division E - Indemnification and Advance for Expenses.›Section 10A-2A-8.57 - Insurance.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.57 - Insurance.
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Section 10A-2A-8.57
Insurance.
A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another corporation or foreign corporation or a joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director or officer, regardless of whether the corporation would have power to indemnify or advance expenses to the individual against the same liability under this Division E of this Article 8.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-e/section-10a-2a-8-58/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division E - Indemnification and Advance for Expenses.›Section 10A-2A-8.58 - Variation by Corporate Action; Application of Division.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.58 - Variation by Corporate Action; Application of Division.
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Section 10A-2A-8.58
Variation by corporate action; application of division.
(a) A corporation may, by a provision in its certificate of incorporation, bylaws, or in a resolution adopted or a contract approved by the board of directors or stockholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with Section 10A-2A-8.51 or advance funds to pay for or reimburse expenses in accordance with Section 10A-2A-8.53. Any obligatory provision shall be deemed to satisfy the requirements for authorization referred to in Section 10A-2A-8.53(c) and in Section 10A-2A-8.55(c). Any provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with Section 10A-2A-8.53 to the fullest extent permitted by law, unless the provision expressly provides otherwise.
(b) A right of indemnification or to advances for expenses created by this Division E of this Article 8 or under subsection (a) and in effect at the time of an act or omission shall not be eliminated or impaired with respect to the act or omission by an amendment of the certificate of incorporation, bylaws, or a resolution of the board of directors or stockholders, adopted after the occurrence of the act or omission, unless, in the case of a right created under subsection (a), the provision creating the right and in effect at the time of the act or omission explicitly authorizes elimination or impairment after the act or omission has occurred.
(c) Any provision pursuant to subsection (a) shall not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation, pertaining to conduct with respect to the predecessor, unless otherwise expressly provided. Any provision for indemnification or advance for expenses in the certificate of incorporation, bylaws, or a resolution of the board of directors or stockholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by Section 10A-2A-11.07(a)(4).
(d) Subject to subsection (b), a corporation may, by a provision in its certificate of incorporation, limit any of the rights to indemnification or advance for expenses created by or pursuant to this Division E of this Article 8.
(e) This Division E of this Article 8 does not limit a corporation's power to pay or reimburse expenses incurred by a director or an officer in connection with appearing as a witness in a proceeding at a time when he or she is not a party.
(f) This Division E of this Article 8 does not limit a corporation's power to indemnify, advance expenses to or provide or maintain insurance on behalf of an employee or agent.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-e/section-10a-2a-8-59/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division E - Indemnification and Advance for Expenses.›Section 10A-2A-8.59 - Exclusivity of Division.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.59 - Exclusivity of Division.
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Section 10A-2A-8.59
Exclusivity of division.
Division A of Article 6 of Chapter 1 shall not apply to this chapter. Instead, a corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this Division E of this Article 8.
(Act 2019-94, §1; Act 2021-299, §3.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-8/division-f/section-10a-2a-8-60/
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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 2A - Alabama Business Corporation Law.›Article 8 - Directors and Officers.›Division F - Interested Directors; Quorum.›Section 10A-2A-8.60 - Interested Directors; Quorum. This Section Was Assigned by the Code Commission...
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division F - Interested Directors; Quorum. › Section 10A-2A-8.60 - Interested Directors; Quorum. This Section Was Assigned by the Code Commissioner in the 2019 Regular Session, Effective January 1, 2020. This Is Not in the Current Code Supplement.
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Section 10A-2A-8.60
Interested directors; quorum.
(a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other entity in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee which authorizes the contract or transaction, or solely because the director's or officer's votes are counted for that purpose, if:
(1) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the qualified directors, even though the qualified directors be less than a quorum; or
(2) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee, or the stockholders.
(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-9/division-a/section-10a-2a-9-01/
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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 2A - Alabama Business Corporation Law.›Article 9 - Conversions.›Division A - Article Definitions.›Section 10A-2A-9.01 - Definitions.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 9 - Conversions. › Division A - Article Definitions. › Section 10A-2A-9.01 - Definitions.
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Section 10A-2A-9.01
Definitions.
As used in this Article 9:
As used in this article, unless the context otherwise requires, the following terms have the following meanings:
(1) CONVERTED ORGANIZATION means the organization into which a converting organization converts pursuant to this article.
(2) CONVERTING CORPORATION means a converting organization that is a corporation.
(3) CONVERTING ORGANIZATION means an organization that converts into another organization pursuant to this article.
(4) GOVERNING STATUTE of an organization means the statute that governs the organization's internal affairs.
(5) ORGANIZATION means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.
(6) ORGANIZATIONAL DOCUMENTS means:
(A) for a general partnership or foreign general partnership, its partnership agreement and if applicable, its registration as a limited liability partnership or a foreign limited liability partnership;
(B) for a limited partnership or foreign limited partnership, its certificate of formation and partnership agreement, or comparable writings as provided in its governing statute;
(C) for a limited liability company or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable writings as provided in its governing statute;
(D) for a business or statutory trust or foreign business or statutory trust, its agreement of trust and declaration of trust, or comparable writings as provided in its governing statute;
(E) for a corporation for profit or foreign corporation for profit, its certificate of incorporation, bylaws, and other agreements among its stockholders that are authorized by its governing statute, or comparable writings as provided in its governing statute;
(F) for a nonprofit corporation or foreign nonprofit corporation, its certificate of incorporation, bylaws, and other agreements that are authorized by its governing statute, or comparable writings as provided in its governing statute;
(G) for a professional corporation or foreign professional corporation, its certificate of incorporation, bylaws, and other agreements among its stockholders that are authorized by its governing statute, or comparable writings as provided in its governing statute; and
(H) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
(Act 2019-94, §1; Act 2021-299, §3.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-9/division-b/section-10a-2a-9-11/
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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 2A - Alabama Business Corporation Law.›Article 9 - Conversions.›Division B - Conversion.›Section 10A-2A-9.11 - Conversion.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 9 - Conversions. › Division B - Conversion. › Section 10A-2A-9.11 - Conversion.
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Section 10A-2A-9.11
Conversion.
(a) An organization other than a corporation may convert to a corporation, and a corporation may convert to an organization other than a corporation pursuant to this article, and a plan of conversion, if:
(1) the governing statute of the organization that is not a corporation authorizes the conversion;
(2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and
(3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion.
(b) A plan of conversion must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of the converting organization and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-9A-10.02(c); and
(4) the organizational documents of the converted organization.
(c) In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(d) In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law.
(e) The terms of a plan of conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with Section 10A-2A-1.20(c).
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-9/division-b/section-10a-2a-9-12/
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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 2A - Alabama Business Corporation Law.›Article 9 - Conversions.›Division B - Conversion.›Section 10A-2A-9.12 - Action on a Plan of Conversion.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 9 - Conversions. › Division B - Conversion. › Section 10A-2A-9.12 - Action on a Plan of Conversion.
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Section 10A-2A-9.12
Action on a plan of conversion.
In the case of a conversion of a corporation the plan of conversion shall be adopted in the following manner:
(a) The plan of conversion shall first be adopted by the board of directors.
(b) The plan of conversion shall then be approved by the stockholders. In submitting the plan of conversion to the stockholders for their approval, the board of directors must recommend that the stockholders approve the plan, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding.
(c) The board of directors may set conditions for approval of the plan of conversion by the stockholders or the effectiveness of the plan of conversion.
(d) If the approval of the stockholders is to be given at a meeting, the corporation shall notify each stockholder, regardless of whether entitled to vote, of the meeting of stockholders at which the plan of conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the organizational documents of the converted organization which are to be in writing as they will be in effect immediately after the conversion.
(e) Unless the certificate of incorporation, or the board of directors acting pursuant to subsection (c), requires a greater vote or a greater quorum, approval of the plan of conversion requires (i) the approval of the stockholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and (ii) the approval of each class or series of stock voting as a separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the plan by that voting group.
(f) If as a result of the conversion one or more stockholders of the converting corporation would become subject to personal liability, approval of the plan of conversion shall require the signing in connection with the transaction, by each stockholder who would become subject to personal liability, of a separate written consent to become subject to personal liability.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-9/division-b/section-10a-2a-9-13/
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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 2A - Alabama Business Corporation Law.›Article 9 - Conversions.›Division B - Conversion.›Section 10A-2A-9.13 - Statement of Conversion; Effectiveness.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 9 - Conversions. › Division B - Conversion. › Section 10A-2A-9.13 - Statement of Conversion; Effectiveness.
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Section 10A-2A-9.13
Statement of conversion; effectiveness.
(a) After a plan of conversion is approved:
(1) if the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, the converting organization shall file a statement of conversion in accordance with subsection (c), which statement of conversion must be signed in accordance with Section 10A-1-4.01 and which must include:
(A) the name, type of organization, and mailing address of the principal office of the converting organization, and its unique identifying number or other designation as assigned by the Secretary of State, if any;
(B) the date of the filing of the certificate of formation of the converting organization, if any, and all prior amendments and the filing office or offices, if any, where the certificate of formation and amendments are filed;
(C) a statement that the converting organization has been converted into the converted organization;
(D) the name and type of organization of the converted organization and the jurisdiction of its governing statute;
(E) the street and mailing address of the principal office of the converted organization;
(F) the date the conversion is effective under the governing statute of the converted organization;
(G) a statement that the conversion was approved as required by this chapter;
(H) a statement that the conversion was approved as required by the governing statute of the converted organization;
(I) a statement that a copy of the plan of conversion will be furnished by the converted organization, on request and without cost, to any owner of the converting organization; and
(J) if the converted organization is a foreign organization not authorized to conduct activities and affairs in this state, the street and mailing address of an office for the purposes of Section 10A-2A-9.15(b); and
(2) if the converted organization is a corporation, the converting organization shall deliver for filing a certificate of incorporation in accordance with subsection (d), which certificate of incorporation must include, in addition to the information required by Section 10A-2A-2.02:
(A) a statement that the corporation was converted from the converting organization;
(B) the name and type of organization of the converting organization, the jurisdiction of the converting organization's governing statute, and the converting organization's unique identifying number or other designation as assigned by the Secretary of State, if any; and
(C) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
(b) A conversion becomes effective:
(1) if the converted organization is a corporation, when the certificate of incorporation takes effect; and
(2) if the converted organization is not a corporation, as provided by the governing statute of the converted organization.
(c) If the converting organization is an organization formed under, or its internal affairs are governed by, the laws of this state, then the converting organization shall deliver for filing the statement of conversion required under subsection (a)(1) to the Secretary of State.
(d) If the converted organization is a corporation, then, the converting organization shall deliver for filing the certificate of incorporation required under subsection (a)(2) to the Secretary of State.
(e) If the converting organization is required to deliver for filing a statement of conversion and a certificate of formation to the Secretary of State, then the converting organization shall deliver for filing the statement of conversion and the certificate of formation to the Secretary of State simultaneously.
(f) After a conversion becomes effective, if the converted organization is a corporation, then, except for certified copies of the statement of conversion permitted to be delivered to the judge of probate for filing pursuant to subsection (h), all filing instruments required to be filed under this title regarding that converted organization shall be delivered for filing to the Secretary of State.
(g) If:
(1) the converting organization is a filing entity or a foreign filing entity registered to conduct activities and affairs in this state;
(2) the converted organization will be a filing entity or a foreign filing entity registered to conduct activities and affairs in this state;
(3) the name of the converting organization and the converted organization are to be the same, other than words, phrases, or abbreviations indicating the type of entity; and
(4) the name of the converted organization complies with Division A of Article 5 of Chapter 1 or Section 10A-1-7.07, as the case may be; then notwithstanding Division B of Article 5 of Chapter 1, no name reservation shall be required and the converted organization shall for all purposes of this title be entitled to utilize the name of the converting organization without any further action by the converting organization or the converted organization.
(h) A certified copy of any document required to be filed under this section may be filed in the real estate records in the office of the judge of probate in any county in which the converting organization owned real property, without payment and without collection by the judge of probate of any deed or other transfer tax or fee. The judge of probate shall, however, be entitled to collect a filing fee of five dollars ($5). Any such filing with the judge of probate shall evidence chain of title, but lack of filing shall not affect the converted organization's title to such real property.
(i) A statement of conversion is a filing instrument under Chapter 1.
(j) The filing fees for a statement of conversion shall be as set forth in Chapter 1.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-9/division-b/section-10a-2a-9-14/
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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 2A - Alabama Business Corporation Law.›Article 9 - Conversions.›Division B - Conversion.›Section 10A-2A-9.14 - Amendment of Plan of Conversion; Abandonment.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 9 - Conversions. › Division B - Conversion. › Section 10A-2A-9.14 - Amendment of Plan of Conversion; Abandonment.
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Section 10A-2A-9.14
Amendment of plan of conversion; abandonment.
(a) A plan of conversion of a converting organization that is a corporation may be amended:
(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) in the manner provided in the plan, except that if the plan has been approved by the stockholders that were entitled to vote on, consent to, or approve of the plan, then those stockholders are entitled to vote on, consent to, or approve of any amendment of the plan that will change:
(i) the amount or kind of eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing, to be received by any of the stockholders of the converting corporation under the plan;
(ii) the organizational documents of the converted organization that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the eligible interest holders of the converted organization under its governing statute or organizational documents; or
(iii) any other terms or conditions of the plan, if the change would adversely affect the stockholders in any material respect.
(b) After a plan of conversion has been approved by a converting organization that is a corporation in the manner required by this Division B of this Article 9 and before the statement of conversion becomes effective, the plan may be abandoned by the corporation without action by its stockholders in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, in the manner determined by the board of directors.
(c) If a conversion is abandoned after the statement of conversion has been delivered to the Secretary of State for filing and before the statement of conversion becomes effective, a statement of abandonment, signed by the converting organization, must be delivered to the Secretary of State for filing before the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
(1) the name of the converting organization;
(2) the date on which the statement of conversion was filed by the Secretary of State; and
(3) a statement that the conversion has been abandoned in accordance with this section.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-9/division-b/section-10a-2a-9-15/
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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 2A - Alabama Business Corporation Law.›Article 9 - Conversions.›Division B - Conversion.›Section 10A-2A-9.15 - Effect of Conversion.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 9 - Conversions. › Division B - Conversion. › Section 10A-2A-9.15 - Effect of Conversion.
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Section 10A-2A-9.15
Effect of conversion.
(a) When a conversion takes effect:
(1) all property and contract rights owned by the converting organization remain vested in the converted organization without transfer, reversion, or impairment, and the title to any property vested by deed or otherwise in the converting organization shall not revert or be in any way impaired by reason of the conversion;
(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization and neither the rights of creditors, nor the liens upon the property of the converting organization shall be impaired by the conversion;
(3) an action or proceeding pending by or against the converting organization continues as if the conversion had not occurred and the name of the converted organization may, but need not, be substituted for the name of the converting organization in any pending action or proceeding;
(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect;
(6) except as otherwise agreed, for all purposes of the laws of this state, the converting organization shall not be required to wind up its affairs or pay its liabilities and distribute its assets, and the conversion shall not be deemed to constitute a dissolution of the converting organization;
(7) for all purposes of the laws of this state, the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converting organization, shall be the rights, privileges, powers, interests in property, debts, liabilities, and duties of the converted organization, and shall not be deemed as a consequence of the conversion, to have been transferred to the converted organization;
(8) if the converted organization is a corporation, for all purposes of the laws of this state, the corporation shall be deemed to be the same organization as the converting organization, and the conversion shall constitute a continuation of the existence of the converting organization in the form of a corporation;
(9) if the converted organization is a corporation, the existence of the corporation shall be deemed to have commenced on the date the converting organization commenced its existence in the jurisdiction in which the converting organization was first created, formed, organized, incorporated, or otherwise came into being;
(10) the conversion shall not affect the choice of law applicable to matters arising prior to conversion;
(11) if the Secretary of State has assigned a unique identifying number or other designation to the converting organization and (i) the converted organization is formed pursuant to, or its internal affairs are governed by, the laws of this state, or (ii) the converted organization is, within 30 days after the effective date of the conversion, registered to transact business in this state, then that unique identifying number or other designation shall continue to be assigned to the converted organization; and
(12) the stock or eligible interests of the converting organization are reclassified into stock, eligible interests or other securities, obligations, rights to acquire stock, eligible interests or other securities, cash, or other property in accordance with the terms of the conversion, and the stockholders or interest holders of the converting organization are entitled only to the rights provided to them by those terms and to any appraisal rights they may have under the governing statute of the converting organization.
(b) A converted organization that is a foreign entity consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting corporation, is liable if, before the conversion, the converting corporation was subject to suit in this state on the debt, obligation, or other liability or was subject to pay amounts to its stockholders under Article 13. If a converted organization is a foreign entity and fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then service of process on that converted organization for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35.
(c) When the converting organization is a corporation and the conversion becomes effective, the converted organization is deemed to agree that it will promptly pay the amount, if any, to which the stockholders of the converting corporation are entitled under Article 13.
(Act 2019-94, §1.)
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https://law.justia.com/codes/alabama/title-10a/chapter-2a/article-9/division-b/section-10a-2a-9-16/
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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 2A - Alabama Business Corporation Law.›Article 9 - Conversions.›Division B - Conversion.›Section 10A-2A-9.16 - Nonexclusive.
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2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 9 - Conversions. › Division B - Conversion. › Section 10A-2A-9.16 - Nonexclusive.
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Section 10A-2A-9.16
Nonexclusive.
This article is not exclusive. This article does not preclude a corporation from converting under law other than this chapter.
(Act 2019-94, §1.)
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