10A-2-8.11
Section 10A-2-8.11 Compensation of directors, REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Unless the articles
of incorporation or bylaws provide otherwise, the board of directors may fix the compensation
of directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.11; amended and renumbered by
Act 2009-513, p. 967, §116.)...
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10A-2-6.30
Section 10A-2-6.30 Shareholders' preemptive rights. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The
shareholders of a corporation have a preemptive right to acquire the corporation's unissued
shares except to the extent the articles of incorporation otherwise provide. (b) The following
principles govern a shareholder's preemptive rights under this section, except to the extent
the articles of incorporation expressly provide otherwise: (1) The shareholders of the corporation
have a preemptive right, granted on uniform terms and conditions prescribed by the board of
directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional
amounts of the corporation's unissued shares upon the decision of the board of directors to
issue them. (2) A shareholder may waive his or her preemptive right. A waiver evidenced by
a writing is irrevocable even though it is not supported by...
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10A-2-10.02
Section 10A-2-10.02 Amendment 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 REPEALED IN THE 2019 REGULAR SESSION BY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. Unless
the articles of incorporation provide otherwise, a corporation's board of directors may adopt
one or more amendments to the corporation's articles of incorporation without shareholder
action: (1) To extend the duration of the corporation if it was incorporated at a time when
limited duration was required by law; (2) To delete the names and addresses of the initial
directors; (3) To delete the name and address of the initial registered agent or registered
office, if a statement of change is on file with the Secretary of State; (4) To change each
issued and unissued authorized share of an outstanding class into a greater number of whole
shares if the corporation has only shares of that class outstanding; (5) To change the corporate
name by substituting the word "corporation," or "incorporated," or an...

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10A-2-2.07
Section 10A-2-2.07 Emergency bylaws. 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, the board of directors of a corporation may adopt bylaws to be effective
only in an emergency defined in subsection (d). The emergency bylaws, which are subject to
amendment or repeal by the shareholders, may make all provisions necessary for managing the
corporation during the emergency, including: (1) Procedures for calling a meeting of the board
of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or
substitute directors. (b) All provisions of the regular bylaws consistent with the emergency
bylaws remain effective during the emergency. The emergency bylaws are not effective after
the emergency ends. (c) Corporate action taken in good faith in accordance with emergency
bylaws: (1) Binds the corporation; and (2) May not be used to...
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10A-2-7.28
Section 10A-2-7.28 Voting for directors; cumulative 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 otherwise provided in the articles of incorporation, directors are elected by a majority
of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum
is present when the vote is taken. (b) Shareholders do not have a right to cumulate their
votes for directors unless the articles of incorporation so provide. (c) A statement included
in the articles of incorporation that "[all] [a designated voting group of] shareholders
are entitled to cumulate their votes for directors," or words of similar import, means
that the shareholders designated are entitled to multiply the number of votes they are entitled
to cast by the number of directors for whom they are entitled to vote and cast the product
for a single candidate or distribute the product among two or more...
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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-2-8.25
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-2-6.02
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-2-8.21
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-2-6.23
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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