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10A-3-2.44
Section 10A-3-2.44 Assertion of lack of capacity or power; defense of ultra vires No act of
a nonprofit corporation and no conveyance or transfer of real or personal property to or by
a nonprofit corporation shall be invalid by reason of the fact that the corporation was without
capacity of power to do an act or to make or receive a conveyance or transfer, but lack of
capacity of power may be asserted: (1) In a proceeding by a member or a director against the
nonprofit corporation to enjoin the doing or continuation of unauthorized acts, or the transfer
of real or personal property by or to the nonprofit corporation. If the unauthorized acts
or transfer sought to be enjoined are being, or are to be, performed pursuant to any contract
to which the nonprofit corporation is a party, the court may, if all of the parties to the
contract are parties to the proceeding and if it deems the same to be equitable, set aside
and enjoin the performance of the contract, and in so doing may allow to...
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10A-2-16.02
Section 10A-2-16.02 Inspection of records by 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 REPEALED IN THE 2019 REGULAR SESSION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 shareholder of a domestic corporation or of a foreign corporation with its principal office
within this state is entitled to inspect and copy, during regular business hours at the corporation's
principal office, or if its principal office is outside this state, at a reasonable location
within this state, specified by the corporation, any of the records of the corporation described
in Section 10A-2-16.01(e) if he or she gives the corporation written notice of his or her
demand at least five business days before the date on which he or she wishes to inspect and
copy. (b) A shareholder of a domestic corporation or of a foreign corporation with its principal
office within this state who shall have been a holder of record of shares for 180 days immediately
preceding his or her demand or who is the holder...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-16.02.htm - 4K - Match Info - Similar pages
10A-2-7.24
Section 10A-2-7.24 Corporation's acceptance of votes. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
If the name signed on, or otherwise submitted by means of an electronic transmission with
respect to, a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder,
the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or
proxy appointment and give it effect as the act of the shareholder. (b) If the name signed
on, or otherwise submitted by means of an electronic transmission with respect to, a vote,
consent, waiver, or proxy appointment does not correspond to the name of its shareholder,
the corporation if acting in good faith is nevertheless entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as the act of the shareholder if: (1) The
shareholder is an entity and the name signed or otherwise submitted by means of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.24.htm - 3K - Match Info - Similar pages
10A-2-8.51
Section 10A-2-8.51 Authority to indemnify. 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 (d), a corporation may indemnify an individual made a party to a proceeding
because he or she is or was a director against liability incurred in the proceeding if: (1)
The individual conducted himself or herself in good faith; and (2) The individual reasonably
believed: (i) In the case of conduct in his or her official capacity with the corporation,
that the conduct was in its best interests; and (ii) In all other cases, that the conduct
was at least not opposed to its best interests; and (3) In the case of any criminal proceeding,
the individual had no reasonable cause to believe his or her conduct was unlawful. (b) A director's
conduct with respect to an employee benefit plan for a purpose he or she reasonably believed
to be in the interests of the participants in and beneficiaries of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.51.htm - 2K - Match Info - Similar pages
10A-2-8.57
Section 10A-2-8.57 Insurance. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation may purchase and
maintain insurance, or furnish similar protection, including but not limited to trust funds,
self-insurance reserves, or the like, on behalf of an individual who is or was a director,
officer, employee, or agent of the corporation, or who, while a director, officer, employee,
or agent of the corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture trust, employee benefit plan, or other enterprise, against liability
asserted against or incurred by him or her in that capacity or arising from his or her status
as a director, officer, employee, or agent, whether or not the corporation would have power
to indemnify him or her against the same liability under Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.57.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.32.htm - 2K - Match Info - Similar pages
16-17A-13
Section 16-17A-13 Investment in indebtedness. Indebtedness issued under the provisions of this
chapter is hereby made a legal investment for savings banks and insurance companies organized
under state law and for trustees, executors, administrators, guardians, persons, or organizations
acting in a fiduciary capacity, unless otherwise directed by a court having jurisdiction or
by a document providing fiduciary authority. Any governmental entity or public corporation
is authorized, in its discretion, to invest any available funds in securities of the authority.
(Act 2016-201, §13.)...
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41-10-767
Section 41-10-767 Bonds are legal investments. Bonds issued by the authority are hereby made
a legal investment for savings banks and insurance companies organized under the laws of the
state and for trustees, executors, administrators, guardians, persons or organizations acting
in a fiduciary capacity, unless otherwise directed by a court having jurisdiction or by a
document providing fiduciary authority. Any governmental entity or public corporation is authorized,
in its discretion, to invest any available funds in the bonds of the authority. (Act 2016-469,
1st Sp Sess., §18.)...
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6-12A-4
Section 6-12A-4 Agent for service of process. (a) Agent for service of process required. Any
non-resident or foreign non-participating manufacturer that has not registered to do business
in the state as a foreign corporation or business entity, as a condition precedent to having
its brand families listed or retained in the directory, shall appoint and continually engage
without interruption the services of an agent in this state to act as agent for the service
of process on whom all process, and any action or proceeding against it concerning or arising
out of the enforcement of this chapter and Section 6-12-3, may be served in any manner authorized
by law. The service shall constitute legal and valid service of process on the non-participating
manufacturer. The non-participating manufacturer shall provide the name, address, phone number,
and proof of the appointment and availability of their agent to and to the satisfaction of
the commissioner. (b) The non-participating manufacturer...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/6-12A-4.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.30.htm - 2K - Match Info - Similar pages
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