10A-2-7.26
Section 10A-2-7.26 Action by single and multiple voting groups. REPEALED IN THE 2019 REGULAR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 articles of incorporation or this chapter provide for voting by a single voting
group on a matter, action on that matter is taken when voted upon by that voting group as
provided in Section 10A-2-7.25. (b) If the articles of incorporation or this chapter provide
for voting by two or more voting groups on a matter, action on that matter is taken only when
voted upon by each of those voting groups counted separately as provided in Section 10A-2-7.25.
Action may be taken by one voting group on a matter even though no action is taken by another
group entitled to vote on the matter. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.26; amended
and renumbered by Act 2009-513, p. 967, §110.)...
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10A-2-7.27
Section 10A-2-7.27 Greater quorum or voting requirements. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
The articles of incorporation may provide for a greater quorum or voting requirement for shareholders,
or voting groups of shareholders, than is provided for by this title or this chapter. (b)
An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum
or voting requirement must meet the same quorum requirement and be adopted by the same vote
and voting groups required to take action under the quorum and voting requirements then in
effect or proposed to be adopted, whichever is greater. (Acts 1994, No. 94-245, p. 343, §1;
§10-2B-7.27; amended and renumbered by Act 2009-513, p. 967, §110.)...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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-2-8.21
Section 10A-2-8.21 Action without meeting. 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, action required or permitted by this chapter
to be taken at a board of directors' meeting may be taken without a meeting if the action
is taken by all members of the board. The action must be evidenced by one or more written
consents describing the action taken, signed by each director, and included in the minutes
or filed with the corporate records reflecting the action taken. (b) Action taken under this
section is effective when the last director signs the consent, unless the consent specifies
a different effective date. (c) A consent signed under this section has the effect of a meeting
vote and may be so described in any document. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.21;
amended and renumbered by Act 2009-513, p. 967, §118.)...
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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-2-8.43
Section 10A-2-8.43 Resignation and removal of officers. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
An officer may resign at any time by giving notice to the corporation. A resignation is effective
when the notice is given unless the notice specifies a later effective date. If a resignation
is made effective at a later date and the corporation accepts the future effective date, its
board of directors may fill the pending vacancy before the effective date if the board of
directors provides that the successor does not take office until the effective date. (b) A
board of directors may remove any officer at any time with or without cause. (Acts 1994, No.
94-245, p. 343, §1; §10-2B-8.43; amended and renumbered by Act 2009-513, p. 967, §122.)...

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10A-2-8.50
Section 10A-2-8.50 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Corporation"
includes any domestic or foreign predecessor entity of a corporation in a merger or other
transaction in which the predecessor's existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a corporation or
an individual who, while a director of a corporation, is or was serving at the corporation's
request 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.
A director is considered to be serving an employee benefit plan at the corporation's request
if his or her duties to the corporation also impose duties on, or otherwise involve services
by, the director to the plan or to participants in or beneficiaries of the...
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10A-2-8.52
Section 10A-2-8.52 Mandatory indemnification. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation shall
indemnify a director who was successful, on the merits or otherwise, in the defense of any
proceeding, or of any claim, issue or matter in the proceeding, where he or she was a party
because he or she is or was a director of the corporation, against reasonable expenses incurred
in connection therewith, notwithstanding that he or she was not successful on any other claim,
issue or matter in any proceeding. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.52; amended
and renumbered by Act 2009-513, p. 967, §124.)...
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10A-2-8.53
Section 10A-2-8.53 Advance for expenses. 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 may
pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding
in advance of final disposition of the proceeding if: (1) The director furnishes the corporation
a written affirmation of good faith belief that he or she has met the standard of conduct
described in Section 10A-2-8.51; (2) The director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct, or is not otherwise entitled
to indemnification under Section 10A-2-8.51(d), unless indemnification is approved by the
court under Section 10A-2-8.54; (3) A determination is made that the facts then known to those
making the determination would not preclude...
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10A-2-8.54
Section 10A-2-8.54 Court-ordered indemnification. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A director
of the corporation who is a party to a proceeding may apply for indemnification to the court
conducting the proceeding, or may file an action therefor in another court of competent jurisdiction
if the court has jurisdiction over the corporation and the corporation is a party to the proceeding.
On receipt of the application or the filing of the action, the court after giving any notice
it considers necessary may order indemnification if it determines: (1) The director is entitled
to mandatory indemnification under Section 10A-2-8.52, in which case the court shall also
order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered
indemnification; or (2) The director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or...
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