10A-2-14.02
Section 10A-2-14.02 Dissolution by board of directors and shareholders. REPEALED IN THE 2019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 propose dissolution for submission
to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors
must recommend dissolution 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; and (2) The shareholders
entitled to vote must approve the proposal to dissolve as provided in subsection (e). (c)
Subject to the corporation's articles of incorporation, the board of directors may condition
its submission of the proposal for dissolution on any basis, except that the board of directors
may not decrease the vote required for approval under subsection (e)....
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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...
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10A-2-12.02
Section 10A-2-12.02 Sale of assets other than in regular course of business. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as
the same may be amended from time to time, a corporation may sell, lease, exchange, or otherwise
dispose of all, or substantially all, of its property, with or without the good will, otherwise
than in the usual and regular course of business on the terms and conditions and for the consideration
determined by the corporation's board of directors, if the board of directors proposes and
its shareholders approve the proposed transaction. (b) For a transaction to be authorized:
(1) The board of directors must recommend the proposed transaction to the shareholders unless
the board of directors determines that because of a conflict of interest or other special
circumstances it should make no recommendation and communicates...
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10A-2-10.03
Section 10A-2-10.03 Amendment by board of directors and shareholders. 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 propose one or more amendments to the
articles of incorporation for submission to the shareholders. (b) For the amendments to be
adopted: (1) The board of directors must recommend the amendment 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 amendment; and (2) The shareholders entitled to vote on the amendment must approve
the amendment as provided in subsection (e). (c) Subject to the corporation's articles of
incorporation, the board of directors may condition its submission of the proposed amendment
on any basis, except that the board of directors may not...
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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...
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11-54B-11
Section 11-54B-11 District management corporation limits, powers, and duties. (a) District
management corporations shall be incorporated under the Alabama Nonprofit Corporation Act
(Chapter 3A of Title 10) and shall exercise their powers in a manner consistent with such
act. (b) To qualify for designation by ordinance to manage a self-help business improvement
district, the articles of incorporation of a proposed district management corporation must
provide the following: (1) That the property, business, and affairs of the corporation shall
be managed by a board of directors. (2) The names and addresses of the initial members of
the board of directors. (3) That the initial members of the board shall be divided into three
groups which are as equal in number as is possible, that such groups will serve for initial
terms of one (1), two (2) and three (3) years respectively, and that all directors thereafter
elected by the board of directors shall serve for a term of three (3) years. (4)...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-30-2.10
Section 10A-30-2.10 Appointment of a provisional director in certain cases; applicable to corporations
formed as close corporations or electing close corporation status prior to January, 1 1995.
(a) Notwithstanding any contrary provision of the governing documents or agreement of the
shareholders, the circuit court of the county in which the registered office of the corporation
is located may appoint a provisional director for a close corporation if the directors are
so divided respecting the management of the corporation's business and affairs that the votes
required for action by the board of directors cannot be obtained with the consequence that
the business and affairs of the corporation can no longer be conducted to the advantage of
the shareholders generally. (b) An application for relief under this section must be filed
(1) by at least one-half of the number of directors then in office, or (2) by the holders
of at least one-third of all shares then entitled to elect directors,...
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10A-2-7.32
Section 10A-2-7.32 Shareholder agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement among
the shareholders of a corporation that complies with this section is effective among the shareholders
and the corporation even though it is inconsistent with one or more provisions of this chapter
in that it: (1) Eliminates the authority of the board of directors or restricts the discretion
or powers of the board of directors; (2) Governs the authorization or making of distributions
whether or not in proportion to ownership of shares, subject to the limitations in Section
10A-2-6.40; (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 shareholders
and directors or by or among any of them, including use of...
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