37-11A-1
by the Governor, or upon its otherwise becoming a law, and when the State of Mississippi ratifies the compact. Article III. For purposes of this compact, the following terms shall have the following meanings: (1) Person means an individual, a corporation, a partnership, or any other entity. (2) Railroad means a common carrier by railroad as defined in Section 1(3) of Part I of the Interstate Commerce Act [codified as 49 U.S.C. §1(3)]. (3) Railroad properties and facilities mean any real or personal property or interest in property which is owned, leased, or otherwise controlled by a railroad or other person, including, without limitation, the authority, and which are used or are useful in rail transportation service, including, without limiting the generality of the foregoing: a. Track, roadbed, and related structures, including rail, ties, ballast, other track materials, grading, tunnels, bridges, trestles, culverts, elevated structures, stations, office buildings used for operating...
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10A-2-10.20
Section 10A-2-10.20 Amendment by board of directors or 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 amend or repeal the corporation's bylaws unless: (1) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or (2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. (b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.20; amended and renumbered by Act 2009-513, p. 967, §131.)...
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10A-2-8.23
Section 10A-2-8.23 Waiver of notice. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to notice, and filed with the minutes or corporate records. (b) A director's attendance at or participation in a meeting: (1) Waives objection to lack of any required notice to him or her or defective notice of the meeting unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting, and (2) Waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes...
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10A-2-8.20
Section 10A-2-8.20 Meetings. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The board of directors may hold regular or special meetings in or out of this state. (b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.20; amended and renumbered by Act 2009-513, p. 967, §118.)...
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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-2-14.05
Section 10A-2-14.05 Effect of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2) Disposing of its properties that will not be distributed in kind to its shareholders; (3) Discharging or making provision for discharging its liabilities; (4) Distributing its remaining property among its shareholders according to their interests; and (5) Doing every other act necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation does not: (1) Alter the limited liability status of its subscribers and shareholders under Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets distributed to a shareholder in liquidation; (2) Transfer title to...
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10A-2-13.02
Section 10A-2-13.02 Right to dissent. 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 is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03 or the articles of incorporation and the shareholder is entitled to vote on the merger or (ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04; (2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation of a sale or exchange by all, or substantially all, of the property of the corporation other than in the usual and regular course of...
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45-37-243.02
Section 45-37-243.02 Levy of tax. (a) As used in this section, the following terms have the meanings here given them: (1) COUNTY. Any county now or hereafter subject to this subpart. (2) COUNTY GOVERNING BODY. The county board of revenue, the county commission, or other like body of the county. (3) DIRECTOR OF COUNTY DEPARTMENT OF REVENUE. The director of the county department of revenue, the license commissioner, or judge of probate of the county, or any other public officer performing like duties in the county. (4) SECTION 3 AS AMENDED IN 1979. Section 3 as amended by the 1979 amendment. (5) STATE ORIGINAL UNBROKEN PACKAGE POLICY. The state policy in effect when the original Section 3 of Act 388 of the 1965 Regular Session was approved in August 1965, prohibiting licensees from selling or keeping for sale liquor or wine except in an original unbroken package. (6) THE 1979 AMENDMENT. The act the Legislature of Alabama adopted during its Regular Session of 1979 amending the original...
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10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in articles of incorporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation formed under this chapter must set forth: (1) The number of shares the corporation is authorized to issue; (2) The names and addresses of the individuals who are to serve as the initial directors; and (3) The purpose or purposes for which the corporation is organized, which may be stated to be or to include the transaction of any lawful business for which corporations may be incorporated under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent with law regarding: (i) Reservation to the shareholders of the right to adopt the initial bylaws of the corporation; (ii) Managing the...
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10A-2-7.32
to it. (e) An agreement authorized by this section that limits the discretion or powers of the board of directors shall relieve the directors of, and impose upon the person or persons in whom the discretion or powers are vested, liability for acts or omissions imposed by law on directors to the extent that the discretion or powers of the directors are limited by the agreement. (f) The existence or performance of an agreement authorized by this section shall not be a ground for imposing personal liability on any shareholder for the acts or debts of the corporation even if the agreement or its performance treats the corporation as if it were a partnership or results in failure to observe the corporate formalities otherwise applicable to the matters governed by the agreement. (g) Incorporators or subscribers for shares may act as shareholders with respect to an agreement authorized by this section if no shares have been issued when the agreement is made. (Acts 1994, No. 94-245, p....
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