Code of Alabama

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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 REPEALED IN THE 2019 REGULAR SESSION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-2-10.09
Section 10A-2-10.09 Effect of amendment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. An amendment to articles
of incorporation does not affect a cause of action existing against or in favor of the corporation,
a proceeding to which the corporation is a party, or the existing rights of persons other
than shareholders of the corporation. An amendment changing a corporation's name does not
abate a proceeding brought by or against the corporation in its former name. (Acts 1994, No.
94-245, p. 343, §1; §10-2B-10.09; amended and renumbered by Act 2009-513, p. 967, §129.)...

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10A-2-6.27
Section 10A-2-6.27 Restriction on transfer of shares and other securities. REPEALED IN THE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, bylaws, an agreement among shareholders,
or an agreement between shareholders and the corporation may impose restrictions on the transfer
or registration of transfer of shares of corporation. A restriction does not affect shares
issued before the restriction was adopted unless the holders of the shares are parties to
the restriction agreement or voted in favor of the restriction. (b) A restriction on the transfer
or registration of transfer of shares is valid and enforceable against the holder or a transferee
of the holder including an executor, administrator, trustee, guardian, conservator or other
fiduciary entrusted with like responsibility for the person or estate of the holder, provided
the restriction is authorized by this section and, as provided by...
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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-2-8.62
Section 10A-2-8.62 Directors' action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Directors' action respecting
a transaction is effective for purposes of Section 10A-2-8.61(b)(1) if the transaction received
the affirmative vote of a majority, but no fewer than two, of those qualified directors on
the board of directors or on a duly empowered committee of the board who voted on the transaction
after either required disclosure to them, to the extent the information was not known by them,
or compliance with subsection (b); provided that action by a committee is to be effective
only if (1) all its members are qualified directors, and (2) its members are either all the
qualified directors on the board or are appointed by the affirmative vote of a majority of
the qualified directors on the board. (b) If a director has a conflicting interest respecting
a transaction but neither the director nor a related person...
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10A-2-1.41
Section 10A-2-1.41 Notice. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY
1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Notice under this chapter must be
in writing when written notice is required under this title or this chapter or by the corporation's
articles of incorporation or bylaws, and in other cases unless oral notice is reasonable under
the circumstances. (b) Except to the extent limited in the articles of incorporation or bylaws,
notice may be communicated in person; by telephone, telegraph, teletype, telecopier, facsimile
transmission, E-mail, or other form of wire or wireless communication; or by mail or private
carrier. If these forms of personal notice are impracticable, notice may be communicated by
a newspaper of general circulation in the area where published; or by radio, television, or
other form of public broadcast communication. (c) Written notice by a domestic or foreign
corporation to its shareholder, if in a comprehensible...
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10A-2-2.01
Section 10A-2-2.01 Incorporators. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. One or more persons may act as
the incorporator or incorporators of a corporation by signing and delivering articles of incorporation
to the judge of probate of the county in which the corporation is to have its initial registered
office for filing. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.01; amended and renumbered
by Act 2009-513, p. 967, §89.)...
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10A-2-14.04
Section 10A-2-14.04 Revocation 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 corporation
may revoke its dissolution within 120 days of its effective date. (b) Revocation of dissolution
must be authorized in the same manner as the dissolution was authorized unless that authorization
permitted revocation by action of the board of directors alone, in which event the board of
directors may revoke without shareholder action. (c) After the revocation of dissolution is
authorized, the corporation may revoke the dissolution by delivering to the judge of probate
for filing articles of revocation of dissolution, together with a copy of its articles of
dissolution, that set forth: (1) The name of the corporation; (2) The effective date of the
dissolution that was revoked; (3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors (or incorporators)...
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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-2-14.31
Section 10A-2-14.31 Procedure 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. (a)
Venue for a proceeding to dissolve a corporation lies in the county where a corporation's
articles of incorporation are filed, or, in the case of a corporation created by an act of
the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which resulted
from a merger or consolidation, in Montgomery County. (b) It is not necessary to make shareholders
parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint
a receiver or custodian pendente lite with all powers and duties the court directs, take other
action required to preserve the corporate assets wherever located, and carry on the business
of the corporation until a full hearing can be held. (d)...
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