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 REPEALED IN THE 2019 REGULAR SESSION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...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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-10.03
Section 10A-2A-10.03 Amendment by board of directors and stockholders. If a corporation has
issued stock, an amendment to the certificate of incorporation shall be adopted in the following
manner: (a) The proposed amendment shall first be adopted by the board of directors. (b) Except
as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment shall
then be approved by the stockholders. In submitting the proposed amendment to the stockholders
for approval, the board of directors shall recommend that the stockholders approve the amendment,
unless (i) the board of directors makes a determination that because of conflicts of interest
or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26
applies. If either (i) or (ii) applies, the board of directors must inform the stockholders
of the basis for its so proceeding. (c) The board of directors may set conditions for the
approval of the amendment by the stockholders or the...
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10A-2A-6.21
Section 10A-2A-6.21 Issuance of stock. (a) The powers granted in this section to the board
of directors may be reserved to the stockholders by the certificate of incorporation. (b)
The board of directors may authorize stock to be issued for consideration consisting of a
contribution. (c) Before the corporation issues stock, the board of directors shall determine
that the consideration received or to be received for stock to be issued is adequate. That
determination by the board of directors is conclusive insofar as the adequacy of consideration
for the issuance of stock relates to whether the stock is validly issued, fully paid, and
nonassessable. (d) When the corporation receives the consideration for which the board of
directors authorized the issuance of stock, the stock issued therefor is fully paid and nonassessable.
(e) The corporation may place in escrow stock issued for a contract for future services or
benefits or a promissory note, or make other arrangements to restrict the...
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10A-2A-6.26
Section 10A-2A-6.26 Uncertificated interests. (a) Unless the certificate of incorporation or
bylaws provide otherwise, the board of directors of a corporation may authorize the issuance
of some or all of the shares of stock of any or all of its classes or series without certificates.
The authorization does not affect shares of stock already represented by certificates until
they are surrendered to the corporation. (b) Within a reasonable time after the issuance or
transfer of shares of stock without certificates, the corporation shall comply with the notice
requirements of Section 10A-1-3.45. (Act 2019-94, §1.)...
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10A-2A-6.40
Section 10A-2A-6.40 Distributions to stockholders. (a) The board of directors may authorize
and the corporation may make distributions to its stockholders subject to restriction by the
certificate of incorporation and the limitation in subsection (c). (b) The board of directors
may fix the record date for determining stockholders entitled to a distribution, which date
may not be retroactive. If the board of directors does not fix a record date for determining
stockholders entitled to a distribution (other than one involving a purchase, redemption,
or other acquisition of the corporation's stock), the record date is the date the board of
directors authorizes the distribution. (c) No distribution may be made if, after giving it
effect: (1) the corporation would not be able to pay its debts as they become due in the usual
course of business; or (2) the corporation's total assets would be less than the sum of its
total liabilities plus (unless the certificate of incorporation permits...
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45-49-90.12
Section 45-49-90.12 Dissolution of corporation. (a) Whenever the board of directors of the
corporation shall by resolution determine that the purposes for which the corporation was
formed have been substantially complied with and all bonds theretofore issued and all obligations
theretofore incurred by the corporation have been fully paid, the then members of the board
of directors of the corporation shall thereupon execute and file for record in the office
of the Judge of Probate of Mobile County a certificate of dissolution reciting such facts
and declaring the corporation to be dissolved. Such certificate of dissolution shall be executed
under the corporate seal of the corporation. (b) Upon the filing of such certificate of dissolution,
the corporation shall stand dissolved, the title to all funds and properties owned by it at
the time of such dissolution shall be disposed of or distributed in accordance with the articles
of incorporation. (Act 88-626, p. 976, § 13.)...
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10A-2-8.40
Section 10A-2-8.40 Required officers. 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 has the officers
described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) A duly appointed officer may appoint one or more officers or assistant officers if authorized
by the bylaws or the board of directors. (c) The bylaws or the board of directors shall delegate
to one of the officers responsibility for preparing minutes of the directors' and shareholders'
meetings and for authenticating records of the corporation. (d) Unless the bylaws provide
otherwise, the same individual may simultaneously hold more than one office in a corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.40; amended and renumbered by Act 2009-513,
p. 967, §122.)...
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10A-2A-10.02
Section 10A-2A-10.02 Amendment before issuance of stock. If a corporation has not yet issued
stock, its board of directors, or its incorporators if it has no board of directors, may adopt
one or more amendments to the corporation's certificate of incorporation. (Act 2019-94, §1.)...

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10A-2A-17.04
Section 10A-2A-17.04 Duties of directors. (a) Each member of the board of directors of a benefit
corporation, when discharging the duties of a director, shall act: (i) in a responsible and
sustainable manner, and (ii) in a manner that pursues the public benefit or benefits identified
in any public benefit provision. (b) In fulfilling the duties under subsection (a), a director
shall consider, to the extent affected, in addition to the interests of stockholders generally,
the separate interests of stakeholders known to be affected by the business of the corporation
including: (1) the employees and work forces of the corporation, its subsidiaries, and its
suppliers; (2) customers; (3) communities or society, including those of each community in
which offices or facilities of the corporation, its subsidiaries, or its suppliers are located;
and (4) the local and global environment. (c) A director of a benefit corporation shall not,
by virtue of the duties imposed by subsections (a) and...
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