10A-2-6.24
Section 10A-2-6.24 Share options. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Subject to requirements of the
Constitution of Alabama of 1901, as the same may be amended from time to time, a corporation
may issue rights, options, or warrants for the purchase of shares of the corporation. The
board of directors shall determine the terms upon which the rights, options, or warrants are
issued, their form and content, and the consideration for which the shares are to be issued.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.24; amended and renumbered by Act 2009-513,
p. 967, §100.)...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT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-2-14.02
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 REPEALED IN THE 2019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-2-8.01
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-2-8.09
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-2-14.30
Section 10A-2-14.30 Grounds 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. The
circuit court of the county where a corporation's articles of incorporation are filed, or,
in the case of corporations created by an act of the Legislature prior to the adoption of
the Constitution of Alabama of 1901, or which have resulted from a merger or consolidation,
the Circuit Court of Montgomery County, may dissolve the corporation: (1) In a proceeding
by the Attorney General if it is established that: (i) The corporation obtained its articles
of incorporation through fraud; or (ii) The corporation has continued to exceed or abuse the
authority conferred upon it by law; (2) In a proceeding by a shareholder if it is established
that: (i) The directors are deadlocked in the management of the corporate affairs, the shareholders
are unable to break the deadlock, and irreparable injury to the corporation...
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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-2-8.10
Section 10A-2-8.10 Vacancy on board. 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
provide otherwise, if a vacancy occurs on a board of directors: (1) The shareholders may fill
the vacancy, whether resulting from an increase in the number of directors or otherwise; or
(2) The board of directors may fill the vacancy, except that the directors shall have the
power to fill a vacancy resulting from an increase in the number of directors only if expressly
provided for in the articles of incorporation; or (3) If the directors remaining in office
constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that
the directors are authorized to fill, by the affirmative vote of a majority of all the directors
remaining in office. (b) If the vacant office was held by a director elected by a voting group
of shareholders, only the holders of shares of that...
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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-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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