10A-2-8.04
Section 10A-2-8.04 Election of directors by certain classes of shareholders. REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. If the articles of incorporation authorize dividing the shares into classes,
the articles may also authorize the election of all or a specified number of directors by
the holders of one or more authorized classes of shares. A class, or classes, of shares entitled
to elect one or more directors is a separate voting group for purposes of the election of
directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.04; amended and renumbered by Act
2009-513, p. 967, §116.)...
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10A-2-8.11
Section 10A-2-8.11 Compensation of directors, REPEALED IN THE 2019 REGULAR SESSION BY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 or bylaws provide otherwise, the board of directors may fix
the compensation of directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.11; amended
and renumbered by Act 2009-513, p. 967, §116.)...
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11-20-72
Section 11-20-72 Amending articles of authority. (a) The articles of an agriculture
authority may at any time be amended in the manner provided in this section. The board
of directors shall first adopt a resolution proposing an amendment to the articles, setting
forth the full text of the amended language. An amendment may be made for the sole purpose
of altering, in accordance with this article, the authorized operational area of the authority,
provided the articles may not be amended to extend the operational area of the authority beyond
the boundaries of the county in which the authority is incorporated. (b) After the adoption
by the board of directors of an agriculture authority of a resolution proposing an amendment
to the articles, the chair and the secretary shall sign and file with the county commission
of the appropriate county a written application in the name and on behalf of the authority,
under its seal, requesting that the county commission adopt a resolution approving...
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41-10-86
Section 41-10-86 Amendment of certificate of incorporation. The certificate of incorporation
may at any time and from time to time be amended so as to make any change therein and add
any provision thereto which might have been included in the certificate of incorporation in
the first instance. Any such amendment shall be effected in the following manner: The members
of the board of directors of the corporation shall file with the governing body an application
in writing seeking permission to amend the certificate of incorporation, specifying in such
application the amendment proposed to be made. Such governing body shall consider such application
and, if it shall by appropriate resolution duly find and determine that it is wise, expedient,
necessary or advisable that the proposed amendment be made and shall authorize the same to
be made and shall approve the form of the proposed amendment, then the persons making such
application shall execute an instrument embodying the amendment...
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10A-2-10.05
Section 10A-2-10.05 Amendment before issuance of shares. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
If a corporation has not yet issued shares, its board of directors may adopt one or more amendments
to the corporation's articles of incorporation. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.05;
amended and renumbered by Act 2009-513, p. 967, §129.)...
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10A-2-2.07
Section 10A-2-2.07 Emergency bylaws. 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 provide otherwise, the board of directors of a corporation 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 shareholders, 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 consistent
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 emergency bylaws: (1) Binds the corporation; and (2) May not be used to...
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10A-2-6.21
Section 10A-2-6.21 Issuance of 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 powers granted
in this section to the board of directors may be reserved to the shareholders by the
articles of incorporation. (b) The board of directors may authorize shares to be issued for
consideration consisting of money, labor done or property actually received. (c) Before the
corporation issues shares, the board of directors must determine that the consideration received
or to be received before issuance for shares to be issued is adequate. That determination
by the board of directors is conclusive insofar as the adequacy of consideration for the issuance
of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized
the issuance of shares, the shares issued therefor are fully paid, and...
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10A-2-7.06
Section 10A-2-7.06 Waiver of notice. 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 may
waive any notice required by the Constitution of Alabama of 1901, this title or this chapter,
the articles 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 shareholder entitled to the notice, and be
delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A shareholder's attendance at a meeting: (1) Waives objection to lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting; (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 shareholder objects to...
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10A-2-8.08
Section 10A-2-8.08 Removal of directors by shareholders. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The shareholders may remove one or more directors with or without cause unless the articles
of incorporation provide that directors may be removed only for cause. (b) If a director is
elected by a voting group of shareholders, only the shareholders of that voting group may
participate in the vote to remove him or her. (c) If cumulative voting is authorized, a director
may not be removed if the number of votes sufficient to elect him or her under cumulative
voting is voted against his or her removal. If cumulative voting is not authorized, a director
may be removed only if the number of votes cast to remove him or her exceeds the number of
votes cast not to remove him or her. (d) A director may be removed by the shareholders only
at a meeting called for the purpose of removing him or her and the meeting...
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10A-2-8.20
Section 10A-2-8.20 Meetings. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The board of directors may
hold regular or special meetings in or out of this state. (b) Unless the articles of incorporation
or bylaws provide otherwise, the board of directors may permit any or all directors to participate
in a regular or special meeting by, or conduct the meeting 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. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.20; amended and renumbered
by Act 2009-513, p. 967, §118.)...
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