10A-2-10.01
Section 10A-2-10.01 Authority to amend articles of incorporation. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) A corporation may amend its articles of incorporation at any time to add or
change a provision that is required or permitted in the articles of incorporation or to delete
a provision not required in the articles of incorporation. Whether a provision is required
or permitted in the articles of incorporation is determined as of the effective date of the
amendment. (b) A shareholder of the corporation does not have a vested property right resulting
from any provision in the articles of incorporation, including provisions relating to management,
control, capital structure, dividend entitlement, or purpose or duration of the corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.01; amended and renumbered by Act 2009-513,
p. 967, §129.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.01.htm - 1K - Match Info - Similar pages

10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in articles of incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth
in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a
corporation formed under this chapter must set forth: (1) The number of shares the corporation
is authorized to issue; (2) The names and addresses of the individuals who are to serve as
the initial directors; and (3) The purpose or purposes for which the corporation is organized,
which may be stated to be or to include the transaction of any lawful business for which corporations
may be incorporated under this chapter. (b) The articles of incorporation may set forth: (1)
Provisions not inconsistent with law regarding: (i) Reservation to the shareholders of the
right to adopt the initial bylaws of the corporation; (ii) Managing the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-2.02.htm - 2K - Match Info - Similar pages

10A-2-7.04
Section 10A-2-7.04 Action without meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except
as provided in the articles of incorporation, action required or permitted by the Constitution
of Alabama of 1901 or by this chapter to be taken at a shareholders' meeting may be taken
without a meeting if the action is taken by all shareholders entitled to vote on the action.
The action must be evidenced by one or more written consents describing the action taken,
signed by all the shareholders entitled to vote on the action, and delivered to the corporation
for inclusion in the minutes or filing with the corporate records. (b) If not otherwise fixed
under Section 10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders
entitled to take action without a meeting is the date the first shareholder signs the consent
under subsection (a). (c) A consent signed under this section has the effect of a...

alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.04.htm - 2K - Match Info - Similar pages

10A-2-10.02
Section 10A-2-10.02 Amendment by board of directors. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Unless
the articles of incorporation provide otherwise, a corporation's board of directors may adopt
one or more amendments to the corporation's articles of incorporation without shareholder
action: (1) To extend the duration of the corporation if it was incorporated at a time when
limited duration was required by law; (2) To delete the names and addresses of the initial
directors; (3) To delete the name and address of the initial registered agent or registered
office, if a statement of change is on file with the Secretary of State; (4) To change each
issued and unissued authorized share of an outstanding class into a greater number of whole
shares if the corporation has only shares of that class outstanding; (5) To change the corporate
name by substituting the word "corporation," or "incorporated," or an...

alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.02.htm - 1K - Match Info - Similar pages

10A-2-8.25
Section 10A-2-8.25 Committees. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation
or bylaws provide otherwise, a board of directors may create one or more committees and appoint
members of the board of directors to serve on them. Each committee may have one or more members,
who serve at the pleasure of the board of directors. (b) The creation of a committee and appointment
of members to it must be approved by the greater of (1) a majority of all the directors in
office when the action is taken or (2) the number of directors required by the articles of
incorporation or bylaws to take action under Section 10A-2-8.24. (c) Sections 10A-2-8.20
through 10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice,
and quorum and voting requirements of the board of directors, apply to committees and their
members as well. (d) To the extent specified by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.25.htm - 2K - Match Info - Similar pages

10A-2-13.02
Section 10A-2-13.02 Right to dissent. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder is
entitled to dissent from, and obtain payment of the fair value of his or her shares in the
event of, any of the following corporate actions: (1) Consummation of a plan of merger to
which the corporation is a party (i) if shareholder approval is required for the merger by
Section 10A-2-11.03 or the articles of incorporation and the shareholder is entitled
to vote on the merger or (ii) if the corporation is a subsidiary that is merged with its parent
under Section 10A-2-11.04; (2) Consummation of a plan of share exchange to which the
corporation is a party as the corporation whose shares will be acquired, if the shareholder
is entitled to vote on the plan; (3) Consummation of a sale or exchange by all, or substantially
all, of the property of the corporation other than in the usual and regular course of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.02.htm - 3K - Match Info - Similar pages

10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting
a plan of merger or share exchange, the board of directors of each corporation party to the
merger, and the board of directors of the corporation whose shares will be acquired in the
share exchange, shall submit the plan of merger, except as provided in subsection (g), or
share exchange for approval by its shareholders. (b) For a plan of merger or share exchange
to be approved: (1) The board of directors must recommend the plan of merger or share exchange
to the shareholders, unless the board of directors determines that because of conflict of
interest or other special circumstances it should make no recommendation and communicates
the basis for its determination to the shareholders with the plan; and (2) The shareholders
entitled to vote must approve the plan. (c) Subject to the corporation's articles of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.03.htm - 5K - Match Info - Similar pages

10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03,
as used in this chapter, unless otherwise specified or unless the context otherwise requires,
the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all
classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL
STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record
stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any
other documents permitted or required to be delivered for filing by a corporation with the
Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate,
or replace the certificate of incorporation. After an amendment of the certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages

10A-2-10.07
Section 10A-2-10.07 Restated articles of incorporation. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation's board of directors may restate its articles of incorporation at any time
with or without shareholder action. (b) The restatement may include one or more amendments
to the articles. If the restatement includes an amendment requiring shareholder approval,
it must be adopted as provided in Section 10A-2-10.03. (c) If the board of directors
submits a restatement for shareholder action, the corporation shall notify each shareholder,
whether or not entitled to vote, of the proposed shareholders' meeting in accordance with
Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes,
of the meeting is to consider the proposed restatement that identifies any amendment or other
change it would make in the articles. (d) A corporation restating its articles of incorporation...

alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.07.htm - 2K - Match Info - Similar pages

10A-2-6.01
Section 10A-2-6.01 Authorized shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The articles of
incorporation must prescribe the classes of shares and the number of shares of each class
that the corporation is authorized to issue. If more than one class of shares is authorized,
the articles of incorporation must prescribe a distinguishing designation for each class,
and, prior to the issuance of shares of a class, the preferences, limitations, and relative
rights of that class must be described in the articles of incorporation. All shares of a class
must have preferences, limitations, and relative rights identical with those of other shares
of the same class except to the extent otherwise permitted by Section 10A-2-6.02. (b)
The articles of incorporation must authorize (1) one or more classes of shares that together
have unlimited voting rights, and (2) one or more classes of shares, which may be the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.01.htm - 2K - Match Info - Similar pages