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40-27-1
Section 40-27-1 Compact adopted; terms. The following Multistate Tax Compact is hereby approved,
adopted and enacted into law by the State of Alabama: Multistate Tax Compact Article I. Purposes.
The purposes of this compact are to: 1. Facilitate proper determination of state and local
tax liability of multistate taxpayers, including the equitable apportionment of tax bases
and settlement of apportionment disputes. 2. Promote uniformity or compatibility in significant
components of tax systems. 3. Facilitate taxpayer convenience and compliance in the filing
of tax returns and in other phases of tax administration. 4. Avoid duplicative taxation. Article
II. Definitions. As used in this compact: 1. "State" means a state of the United
States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or possession
of the United States. 2. "Subdivision" means any governmental unit or special district
of a state. 3. "Taxpayer" means any corporation, partnership, firm,...
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10A-2-3.04
Section 10A-2-3.04 Ultra vires. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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 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 shareholder 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-2-14.30. (c)
In a shareholder'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...
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10A-2A-8.58
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...
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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...
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10A-2-10.08
Section 10A-2-10.08 Amendment pursuant to reorganization. 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 articles of incorporation may be amended without action by the board of directors
or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent
jurisdiction under federal statute if the articles of incorporation after amendment contain
only provisions required or permitted by Section 10A-2-2.02. (b) The individual or individuals
designated by the court shall deliver to the judge of probate for filing articles of amendment
setting forth: (1) The name of the corporation; (2) The text of each amendment approved by
the court; (3) The date of the court's order or decree approving the articles of amendment;
(4) The title of the reorganization proceeding in which the order or decree was entered; and
(5) A statement that the court had jurisdiction of the...
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22-21-358
Section 22-21-358 Powers of authorities. In addition to all other powers at any time conferred
on it by law, and subject to any express provisions of its certificate of incorporation or
certificate of reincorporation to the contrary, an authority shall (to the extent at the time
not prohibited by the Constitution of Alabama) have the following powers, together with all
powers incidental thereto or necessary to the discharge thereof in corporate form: (1) To
participate as a shareholder in a corporation, as a joint venturer in a joint venture, as
a general or limited partner in a limited partnership or a general partnership, as a member
in a nonprofit corporation or as a member of any other lawful form of business organization,
which provides health care or engages in activities related thereto; (2) To make or arrange
for loans, contributions to capital and other debt and equity financing for the activities
of any corporation of which such authority is a shareholder, any joint venture...
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10A-2-14.31
Section 10A-2-14.31 Procedure for judicial dissolution. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Venue for a proceeding to dissolve a corporation lies in the county where a corporation's
articles of incorporation are filed, or, in the case of a corporation created by an act of
the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which resulted
from a merger or consolidation, in Montgomery County. (b) It is not necessary to make shareholders
parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint
a receiver or custodian pendente lite with all powers and duties the court directs, take other
action required to preserve the corporate assets wherever located, and carry on the business
of the corporation until a full hearing can be held. (d)...
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10A-2-8.03
Section 10A-2-8.03 Number and election of directors. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The
number of directors shall be one or more, as specified in or fixed in accordance with the
articles of incorporation or bylaws. (b) If a board of directors has power to fix or change
the number of directors, the board may increase or decrease by 30 percent or less the number
of directors last approved by the shareholders, but only the shareholders may increase or
decrease by more than 30 percent the number of directors last approved by the shareholders.
(c) The articles of incorporation or bylaws may establish a variable range for the size of
the board of directors by fixing a minimum and maximum number of directors. If a variable
range is established, the number of directors may be fixed or changed from time to time, within
the minimum and maximum, by the shareholders, or, if the articles of incorporation...
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10A-2-8.24
Section 10A-2-8.24 Quorum and 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 the articles of incorporation
or bylaws require a greater number, a quorum of a board of directors consists of: (1) A majority
of the fixed number of directors if the corporation has a fixed board size; or (2) A majority
of the fixed number of directors prescribed, or if no number is prescribed the number in office
immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors
to consist of no fewer than one-third of the fixed or prescribed number of directors determined
under subsection (a). (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 articles
of incorporation or bylaws require the vote of a...
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10A-2A-2.07
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,...
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