10A-2A-8.09
Section 10A-2A-8.09 Removal of directors by judicial proceeding. (a) The designated court,
and if none, the circuit court for the county in which the corporation's principal office
is located in this state, and if none in this state, the circuit court for the county in which
the corporation's most recent registered office is located may remove a director from office
or may order other relief, including barring the director from reelection for a period prescribed
by the court, in a proceeding commenced by or in the right of the corporation if the court
finds that (i) the director engaged in fraudulent conduct with respect to the corporation
or its stockholders, grossly abused the position of director, or intentionally inflicted harm
on the corporation; and (ii) considering the director's course of conduct and the inadequacy
of other available remedies, removal or such other relief would be in the best interest of
the corporation. (b) A stockholder proceeding on behalf of the corporation...
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10A-2-8.01
Section 10A-2-8.01 Requirements for and duties of 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 REPEALED IN THE 2019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. (a) Each corporation must have a board of directors. (b) All corporate powers
shall be exercised by or under the authority of, and the business and affairs of the corporation
managed under the direction of, its board of directors, subject to any limitation set forth
in the articles of incorporation or in an agreement authorized under Section 10A-2-7.32. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-8.01; amended and renumbered by Act 2009-513, p. 967,
§116.)...
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10A-2-8.02
Section 10A-2-8.02 Qualifications of directors. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. The articles
of incorporation or bylaws may prescribe qualifications for directors. A director shall be
a natural person of the age of at least nineteen (19) years but need not be a resident of
this state or a shareholder of the corporation unless the articles of incorporation or bylaws
so prescribe. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.02; amended and renumbered by
Act 2009-513, p. 967, §116.)...
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10A-2-8.09
Section 10A-2-8.09 Removal of directors by judicial proceeding. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The circuit court of the county where a corporation's principal office, or, if none in
this state, its registered office, is located may remove a director of the corporation from
office in a proceeding commenced either by the corporation or by its shareholders holding
at least 10 percent of the outstanding shares of any class if the court finds that (1) the
director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion,
with respect to the corporation and (2) removal is in the best interest of the corporation.
(b) The court that removes a director may bar the director from reelection for a period prescribed
by the court. (c) If shareholders commence a proceeding under subsection (a), they shall make
the corporation a party defendant. (Acts 1994, No. 94-245, p. 343,...
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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...
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10A-2A-3.04
Section 10A-2A-3.04 Lack of power to act. THIS SECTION WAS AMENDED BY ACT 2020-73 IN THE 2020
REGULAR SESSION, EFFECTIVE JANUARY 1, 2021. TO SEE THE AMENDED VERSION, SEE THE SECOND VERSION
LABELED PENDING. (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 stockholder 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-2A-14.10. (c) In a stockholder'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...
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12-15-113
Section 12-15-113 Jurisdiction to make a parent or parents, legal guardians, or legal custodians
parties to juvenile court proceedings. A juvenile court shall have the authority to make a
parent, legal guardian, or legal custodian a party to a juvenile court proceeding pursuant
to procedures established by the Alabama Rules of Juvenile Procedure. (Act 2008-277, p. 441,
§2.)...
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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-2-11.05
Section 10A-2-11.05 Articles of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
After a plan of merger or share exchange is approved by the shareholders, or adopted by the
board of directors if shareholder approval is not required, the surviving or acquiring corporation
shall deliver to the Secretary of State for filing articles of merger or share exchange setting
forth: (1) The plan of merger or share exchange; (2) If shareholder approval was not required,
a statement to that effect; (3) If approval of the shareholders of one or more corporations
party to the merger or share exchange was required: (i) The designation, number of outstanding
shares, and number of votes entitled to be cast by each voting group entitled to vote separately
on the plan as to each corporation; and (ii) Either the total number of votes cast for and
against the plan by each voting group entitled to vote...
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10A-2-14.32
Section 10A-2-14.32 Receivership or custodianship. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A court
in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers
to wind up and liquidate, or one or more custodians to manage the business and affairs of
the corporation. The court shall hold a hearing, after notifying all parties to the proceeding
and any interested persons designated by the court, before appointing a receiver or custodian.
The court appointing a receiver or custodian has exclusive jurisdiction over the corporation
and all of its property wherever located. (b) The court may appoint an individual, domestic
or foreign corporation, authorized to transact business in this state, or other entity as
receiver or custodian. The court may require the receiver or custodian to post bond, with
or without sureties, in an amount the court directs. (c) The court shall...
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