10A-2-6.01
Section 10A-2-6.01 Authorized shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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 must prescribe the classes of shares and the number of shares of each class
that the corporation is authorized to issue. If more than one class of shares is authorized,
the articles of incorporation must prescribe a distinguishing designation for each class,
and, prior to the issuance of shares of a class, the preferences, limitations, and relative
rights of that class must be described in the articles of incorporation. All shares of a class
must have preferences, limitations, and relative rights identical with those of other shares
of the same class except to the extent otherwise permitted by Section 10A-2-6.02. (b)
The articles of incorporation must authorize (1) one or more classes of shares that together
have unlimited voting rights, and (2) one or more classes of shares, which may be the...
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10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a
corporation that is a constituent organization or the acquired entity in a stock exchange,
the plan of merger or stock exchange shall be adopted in the following manner: (a) The plan
of merger or stock exchange shall first be adopted by the board of directors. (b) Except as
provided in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of
merger or stock exchange shall then be approved by the stockholders. In submitting the plan
of merger or stock exchange to the stockholders for approval, the board of directors shall
recommend that the stockholders approve the plan or, in the case of an offer referred to in
subsection (j)(2), that the stockholders tender their stock to the offeror in response to
the offer, 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...

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10A-2-6.23
Section 10A-2-6.23 Share dividends. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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, shares may be issued pro rata and without consideration
to the corporation's shareholders of one or more classes or series. An issuance of shares
under this subsection is a share dividend. (b) Shares of one class or series may not be issued
as a share dividend in respect of shares of another class or series unless (1) the articles
of incorporation so authorize, (2) a majority of the votes entitled to be cast by the class
or series to be issued approve the issue, or (3) there are no outstanding shares of the class
or series to be issued. (c) An issuance of shares under this section must also meet
the requirements of the Constitution of Alabama of 1901, as the same may be amended from time
to time. (d) If the board of directors does not fix the record date for determining...
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10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting
a plan of merger or share exchange, the board of directors of each corporation party to the
merger, and the board of directors of the corporation whose shares will be acquired in the
share exchange, shall submit the plan of merger, except as provided in subsection (g), or
share exchange for approval by its shareholders. (b) For a plan of merger or share exchange
to be approved: (1) The board of directors must recommend the plan of merger or share exchange
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 with the plan; and (2) The shareholders
entitled to vote must approve the plan. (c) Subject to the corporation's articles of...
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10A-2A-6.01
Section 10A-2A-6.01 Authorized stock. (a) The certificate of incorporation must set
forth any classes of stock and series of stock within a class, and the number of shares of
stock of each class and series, that the corporation is authorized to issue. If more than
one class or series of stock is authorized, the certificate of incorporation must prescribe
a distinguishing designation for each class or series and, before the issuance of stock of
a class or series, describe the terms, including the preferences, rights, and limitations,
of that class or series. Except to the extent varied as permitted by this section,
all shares of stock of a class or series must have terms, including preferences, rights, and
limitations, that are identical with those of other shares of stock of the same class or series.
(b) The certificate of incorporation must authorize: (1) one or more classes or series of
stock that together have full voting rights, and (2) one or more classes or series of stock
(which...
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10A-2-8.25
Section 10A-2-8.25 Committees. 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, a board of directors may create one or more committees and appoint
members of the board of directors to serve on them. Each committee may have one or more members,
who serve at the pleasure of the board of directors. (b) The creation of a committee and appointment
of members to it must be approved by the greater of (1) a majority of all the directors in
office when the action is taken or (2) the number of directors required by the articles of
incorporation or bylaws to take action under Section 10A-2-8.24. (c) Sections 10A-2-8.20
through 10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice,
and quorum and voting requirements of the board of directors, apply to committees and their
members as well. (d) To the extent specified by the...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise
requires, the following terms mean: (1) AFFILIATE. A person who controls, is controlled by,
or is under common control with another person. An affiliate of an individual includes the
spouse, or a parent or sibling thereof, of the individual, or a child, grandchild, sibling,
parent, or spouse of any thereof, of the individual, or an individual having the same home
as the individual, or a trust or estate of which an individual specified in this sentence
is a substantial beneficiary; a trust, estate, incompetent, conservatee, protected person,
or minor of which the individual is a fiduciary; or an entity of which the individual is director,
general partner, agent, employee or the governing authority or member of the governing authority.
(2) ASSOCIATE. When used to indicate a relationship with: (A) a domestic or foreign entity
for which the person is: (i) an officer or governing person; or (ii) a beneficial...
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10A-2-6.03
Section 10A-2-6.03 Issued and outstanding shares. 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 issue the number of shares of each class or series authorized by the articles
of incorporation. Shares that are issued are outstanding shares until they are reacquired,
redeemed, converted, or canceled. (b) The reacquisition, redemption, or conversion of outstanding
shares is subject to the limitations of subsection (c) of this section and to Section
10A-2-6.40. (c) At all times that shares of the corporation are outstanding, one or more shares
that together have unlimited voting rights and one or more shares that together are entitled
to receive the net assets of the corporation upon dissolution must be outstanding. (Acts 1994,
No. 94-245, p. 343, §1; §10-2B-6.03; amended and renumbered by Act 2009-513, p. 967, §98.)...

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2-10-98
Section 2-10-98 Organization with capital stock. Incorporated associations may be organized
under this article with capital stock at the option of the organizers. In that event the association
shall be organized by the same method and for the same recording fee as in the case of those
associations organized without capital stock, except that the articles of association shall
set forth also that the association is organized with capital stock and the amount of capital
stock authorized with particulars as to the class or classes thereof and the par value of
shares. There shall be no individual liability on the part of shareholders, members, officers
or directors for the obligations of the corporation. The articles of association may provide
for preferred stock as well as common stock, but all shares shall have a definite par value,
and all shares of the same class shall have the same par value. If so divided, the articles
of incorporation must contain a statement of the number of shares...
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10A-2-6.02
Section 10A-2-6.02 Terms of class or series determined by 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) If the articles of incorporation so provide, and if the action is not
inconsistent with the provisions of the Constitution of Alabama of 1901, as the same may be
amended from time to time, the board of directors may determine, in whole or in part, the
preferences, limitations, and relative rights, within the limits set forth in Section
10A-2-6.01, of: (1) any class of shares before the issuance of any shares of that class; or
(2) one or more series within a class before the issuance of any shares of that series. (b)
Each series of a class must be given a distinguishing designation. (c) All shares of a series
must have preferences, limitations, and relative rights identical with those of other shares
of the same series, and except to the extent otherwise provided in the description of...
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