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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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-2-14.02
Section 10A-2-14.02 Dissolution by board of directors and 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 REPEALED IN THE 2019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 propose dissolution for submission
to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors
must recommend dissolution 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; and (2) The shareholders
entitled to vote must approve the proposal to dissolve as provided in subsection (e). (c)
Subject to the corporation's articles of incorporation, the board of directors may condition
its submission of the proposal for dissolution on any basis, except that the board of directors
may not decrease the vote required for approval under subsection (e)....
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10A-3-2.12
Section 10A-3-2.12 Board of directors; committees. If the governing documents of a nonprofit
corporation so provide, the board of directors, by resolution adopted by a majority of the
directors in office, may designate and appoint one or more committees each of which shall
consist of two or more directors, which committees, to the extent provided in the resolution,
or in the governing documents of the nonprofit corporation, shall have and exercise all the
authority of the board of directors, except that no committee shall have the authority of
the board of directors in reference to amending, altering, or repealing the bylaws; electing,
appointing, or removing any member of any committee or any director or officer of the corporation;
amending the certificate of formation, restating the certificate of formation, adopting a
plan of merger or adopting a plan of consolidation with another nonprofit corporation or other
entity authorizing the conversion of the nonprofit corporation into...
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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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10A-2-12.02
Section 10A-2-12.02 Sale of assets other than in regular course of business. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as
the same may be amended from time to time, a corporation may sell, lease, exchange, or otherwise
dispose of all, or substantially all, of its property, with or without the good will, otherwise
than in the usual and regular course of business on the terms and conditions and for the consideration
determined by the corporation's board of directors, if the board of directors proposes and
its shareholders approve the proposed transaction. (b) For a transaction to be authorized:
(1) The board of directors must recommend the proposed transaction to the shareholders unless
the board of directors determines that because of a conflict of interest or other special
circumstances it should make no recommendation and communicates...
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10A-2A-8.24
Section 10A-2A-8.24 Quorum and voting. (a) Unless the certificate of incorporation or bylaws
provide for a greater or lesser number or unless otherwise expressly provided in this chapter,
a quorum of a board of directors consists of a majority of the number of directors specified
in or fixed in accordance with the certificate of incorporation or bylaws. (b) The quorum
of the board of directors specified in or fixed in accordance with the certificate of incorporation
or bylaws may not consist of less than one-third of the specified or fixed number of directors.
(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 certificate of incorporation or bylaws
require the vote of a greater number of directors or unless otherwise expressly provided in
this chapter. (d) A director who is present at a meeting of the board of directors or a committee
when corporate action is taken is deemed to have...
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41-10-395
Section 41-10-395 Board of directors; composition; actions of the authority; record of proceedings.
(a) The authority shall be governed by a board of directors, constituted as provided for in
this section. All powers of the authority shall be exercised by the board or pursuant to its
authorization. The directors shall elect officers of the board. The presence of a majority
of the members of the board of directors, or their designees, shall constitute a quorum for
the transaction of business. No vacancy on the board of directors or the voluntary disqualification
or abstention of any director thereof shall impair the right of a quorum of the board of directors
to act. Any action which may be taken at a meeting of the directors or committee of directors
may be taken without a meeting if a consent in writing, setting forth the action so taken,
is signed by all the directors or all the members of the committee of directors, as the case
may be. Such consent shall have the same force and...
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41-10-424
Section 41-10-424 Board of directors. (a) The authority shall be governed by a board of directors,
constituted as provided for in this section. All powers of the authority shall be exercised
by said board or pursuant to its authorization. The directors shall elect officers of the
board. The presence of a majority of the members of the board of directors, or their designees,
shall constitute a quorum for the transaction of business. No vacancy on the board of directors
or the voluntary disqualification or abstention of any director thereof shall impair the right
of a quorum of the board of directors to act. Any action which may be taken at a meeting of
the directors or committee of directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the directors or all the members of the
committee of directors, as the case may be. Such consent shall have the same force and effect
as a unanimous vote and may be stated as such in any...
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10A-20-7.07
Section 10A-20-7.07 Directors and officers. (a) The business and affairs of the corporation
shall be managed and conducted by a board of directors, a president, a vice-president, a secretary,
a treasurer, and other officers and agents as the corporation by its bylaws shall authorize.
The board of directors shall consist of a number not less than 15 nor more than 21, as shall
be determined in the first instance by the incorporators and thereafter annually by the members
and the stockholders of the corporation. The board of directors may exercise all the powers
of the corporation except such as are conferred by law or by the bylaws of the corporation
upon the stockholders or members and shall choose, or appoint, all the agents and officers
of the corporation and fill all vacancies except vacancies in the office of a director, which
shall be filled as provided in this section. The board of directors shall be elected in the
first instance by the incorporators and thereafter at the annual...
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10A-2A-13.40
Section 10A-2A-13.40 Other remedies limited. (a) The legality of a proposed or completed corporate
action described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action
be enjoined, set aside or rescinded, in a legal or equitable proceeding by a stockholder after
the stockholders have approved the corporate action. (b) Subsection (a) does not apply to
a corporate action that: (1) was not authorized and approved in accordance with the applicable
provisions of: (i) Article 9, 10, 11, or 12 of this chapter or Article 8 of Chapter 1; (ii)
the certificate of incorporation or bylaws; or (iii) the resolution of the board of directors
authorizing the corporate action; (2) was procured as a result of fraud, a material misrepresentation,
or an omission of a material fact necessary to make statements made, in light of the circumstances
in which they were made, not misleading; (3) is an interested transaction, unless it has been
recommended by the board of directors in the...
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