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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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-2-8.25
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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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-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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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-10-1.07
Section 10A-10-1.07 Classification of shares. (a) A real estate investment trust may provide
by its declaration of trust any of the following: (1) That any specified class of shares is
preferred over another class as to its distributive share of the assets on voluntary or involuntary
liquidation of the real estate investment trust and the amount of the preference. (2) That
any specified class of shares may be redeemed at the option of the real estate investment
trust or of the holders of the shares and the terms and conditions of redemption, including
the time and price of redemption. (3) That any specified class of shares is convertible into
shares of one or more classes and the terms and conditions of conversion. (4) That the holders
of any specified securities issued or to be issued by the real estate investment trust have
any voting or other rights which, by law, are or may be conferred on shareholders. (5) For
any other preferences, rights, restrictions, including restrictions on...
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10A-2-6.21
Section 10A-2-6.21 Issuance of 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 powers granted
in this section to the board of directors may be reserved to the shareholders by the articles
of incorporation. (b) The board of directors may authorize shares to be issued for consideration
consisting of money, labor done or property actually received. (c) Before the corporation
issues shares, the board of directors must determine that the consideration received or to
be received before issuance for shares to be issued is adequate. That determination by the
board of directors is conclusive insofar as the adequacy of consideration for the issuance
of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized
the issuance of shares, the shares issued therefor are fully paid, and...
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10A-2-8.04
Section 10A-2-8.04 Election of directors by certain classes of shareholders. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. If the articles of incorporation authorize dividing the shares into classes,
the articles may also authorize the election of all or a specified number of directors by
the holders of one or more authorized classes of shares. A class, or classes, of shares entitled
to elect one or more directors is a separate voting group for purposes of the election of
directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.04; amended and renumbered by Act
2009-513, p. 967, §116.)...
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10A-2A-6.23
Section 10A-2A-6.23 Stock dividends. (a) Unless the certificate of incorporation provides otherwise,
stock may be issued pro rata and without consideration to the corporation's stockholders or
to the stockholders of one or more classes or series of stock. An issuance of stock under
this subsection is a stock dividend. (b) Stock of one class or series may not be issued as
a stock dividend in respect of stock of another class or series unless (i) the certificate
of incorporation so authorizes, (ii) a majority of the votes entitled to be cast by the class
or series to be issued approve the issuance, or (iii) there is no outstanding stock of the
class or series to be issued. (c) The board of directors may fix the record date for determining
stockholders entitled to a stock dividend, which date may not be retroactive. If the board
of directors does not fix the record date for determining stockholders entitled to a stock
dividend, the record date is the date the board of directors authorizes...
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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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10A-2-7.21
Section 10A-2-7.21 Voting entitlement of shares. 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 subsections (b) and (c) or unless the articles of incorporation provide otherwise,
each outstanding share, regardless of class, is entitled to one vote on each matter voted
on at a shareholders' meeting. Only shares are entitled to vote. (b) The shares of a corporation
are not entitled to vote if they are owned, directly or indirectly, by a second corporation,
domestic or foreign, and the first corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation, unless a court of competent
jurisdiction determines that the voting of the shares is not for the purpose of perpetuation
of management or other improper purpose. (c) Subsection (b) does not limit the power of a
corporation to vote any shares, including its own shares, held by it...
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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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