10A-2A-7.20
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 a 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. A list must be arranged by voting group (and within each voting group by class or series of stock) and show the address of and number of shares of stock held by each stockholder. If the corporation has an electronic mail address for a stockholder and the corporation uses that electronic mail address to send notices and other communications to that stockholder, then the corporation shall include that electronic mail address on the stockholders' list. (b) The stockholders' list...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.20.htm - 4K - Match Info - Similar pages
10A-30-2.07
Section 10A-30-2.07 Agreements restricting discretion of directors; applicable to corporations formed as close corporations or electing close corporation status prior to January 1, 1995. A written agreement among the shareholders of a close corporation holding a majority of the outstanding shares entitled to vote, whether solely among themselves or with a party not a shareholder, is not invalid, as between the parties to the agreement, on the ground that it so relates to the conduct of the business and affairs of the corporation as to restrict or interfere with the discretion or powers of the board of directors. The effect of any such agreement shall be to relieve the directors and impose upon the shareholders who are parties to the agreement the liability for managerial acts or omissions which is imposed on directors to the extent and so long as the discretion or powers of the board in its management of corporate affairs is controlled by such agreement. (Acts 1980, No. 80-633, p....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.07.htm - 1K - Match Info - Similar pages
22-51-7
Section 22-51-7 Incorporation of public corporations - Certificate of incorporation - Amendments. The certificate of incorporation may be amended, from time to time, to provide for any objective that was not included in the original certificate of incorporation by proceeding as follows: (1) The board of directors of the corporation, subject to the approval of the Alabama Department of Mental Health, shall first adopt a resolution setting forth and approving the proposed amendment. (2) The proposed amendment shall then be submitted to each governing body which has appointed or is entitled to appoint a member of the said board as it is constituted at the time of the adoption of the said resolution setting forth and approving the proposed amendment. (3) If a governing body to which the proposed amendment is submitted shall find that the said amendment is in the public interest, and prima facie proof that it is in the public interest shall consist of proof that it has been approved by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-51-7.htm - 2K - Match Info - Similar pages
10A-2-7.28
Section 10A-2-7.28 Voting for directors; cumulative voting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless otherwise provided in the articles of incorporation, directors are elected by a majority of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present when the vote is taken. (b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide. (c) A statement included in the articles of incorporation that "[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors," or words of similar import, means that the shareholders 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.28.htm - 2K - Match Info - Similar pages
10A-2-8.60
Section 10A-2-8.60 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Conflicting interest" with respect to a corporation means the interest a director of the corporation has respecting a transaction effected or proposed to be effected by the corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, if: (i) Whether or not the transaction is brought before the board of directors of the corporation for action, the director knows at the time of commitment that he or she or a related person is a party to the transaction or has a beneficial interest in or so closely linked to the transaction and of the financial significance to the director or a related person that the interest would reasonably be expected to exert an influence on the director's judgement if the director were called upon to vote on the transaction; or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.60.htm - 3K - Match Info - Similar pages
10A-20-7.20
Section 10A-20-7.20 Amendment of certificate of formation. (a) The certificate of formation may be amended by the votes of the stockholders and the members of the corporation, voting separately by classes, and the amendments shall require approval by the affirmative vote of two thirds of the votes to which the stockholders shall be entitled and two thirds of the votes to which the members shall be entitled; provided, that no amendment of the certificate of formation which is inconsistent with the general purposes expressed in this article, which authorizes any additional class of capital stock to be issued or which eliminates or curtails the right of the state Comptroller to examine the corporation or the obligation of the corporation to make reports as provided in Section 10A-20-7.18 shall be made; and provided further, that no amendment of the certificate of formation which increases the obligation of a member to make loans to the corporation, makes any change in the principal...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.20.htm - 2K - Match Info - Similar pages
10A-3-6.01
Section 10A-3-6.01 Sale, lease, exchange, or mortgage of assets. A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a nonprofit corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-6.01.htm - 2K - Match Info - Similar pages
10A-3-7.03
Section 10A-3-7.03 Voluntary dissolution - Plan of distribution of assets. A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by a nonprofit corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The plan of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.03.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.32.htm - 5K - Match Info - Similar pages
10A-2-8.55
Section 10A-2-8.55 Determination and authorization of indemnification. 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 not indemnify a director under Section 10A-2-8.51 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 10A-2-8.51. (b) The determination shall be made: (1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding; (2) If a quorum cannot be obtained under subdivision (1), by majority vote of a committee duly designated by the board of directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding; (3) By special legal counsel; (i) Selected by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.55.htm - 2K - Match Info - Similar pages
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