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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-12.02.htm - 3K - Match Info - Similar pages
10A-2-16.02
Section 10A-2-16.02 Inspection of records by 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 shareholder of a domestic corporation or of a foreign corporation with its principal office within this state is entitled to inspect and copy, during regular business hours at the corporation's principal office, or if its principal office is outside this state, at a reasonable location within this state, specified by the corporation, any of the records of the corporation described in Section 10A-2-16.01(e) if he or she gives the corporation written notice of his or her demand at least five business days before the date on which he or she wishes to inspect and copy. (b) A shareholder of a domestic corporation or of a foreign corporation with its principal office within this state who shall have been a holder of record of shares for 180 days immediately preceding his or her demand or who is the holder...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-16.02.htm - 4K - Match Info - Similar pages
10A-2A-7.02
Section 10A-2A-7.02 Special meetings. (a) Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. (b) In the event that the certificate of incorporation or bylaws allow stockholders to demand a special meeting of the stockholders, then if not otherwise fixed under Section 10A-2A-7.03 or Section 10A-2A-7.07, the record date for determining stockholders entitled to demand a special meeting shall be the first date on which a signed stockholder demand is delivered to the corporation. No written demand for a special meeting shall be effective unless, within 60 days of the earliest date on which the demand delivered to the corporation as allowed by the certificate of incorporation or bylaws was signed, written demands signed by stockholders holding at least the percentage of votes specified in or fixed in accordance with the certificate of incorporation or bylaws have...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.02.htm - 1K - Match Info - Similar pages
10A-3-6.01
Section 10A-3-6.01 Sale, lease, exchange, or mortgage of assets. A sale, lease, exchange, mortgage, pledge or other disposition of all, or substantially all, the property and assets of a nonprofit corporation may be made upon the terms and conditions and for the consideration, which may consist in whole or in part of money or property, real or personal, including shares of any corporation for profit, domestic or foreign, as may be authorized in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition and directing that it be submitted to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge, or other disposition of all, or substantially all, the property...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-6.01.htm - 2K - Match Info - Similar pages
10A-30-2.10
Section 10A-30-2.10 Appointment of a provisional director in certain cases; applicable to corporations formed as close corporations or electing close corporation status prior to January, 1 1995. (a) Notwithstanding any contrary provision of the governing documents or agreement of the shareholders, the circuit court of the county in which the registered office of the corporation is located may appoint a provisional director for a close corporation if the directors are so divided respecting the management of the corporation's business and affairs that the votes required for action by the board of directors cannot be obtained with the consequence that the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally. (b) An application for relief under this section must be filed (1) by at least one-half of the number of directors then in office, or (2) by the holders of at least one-third of all shares then entitled to elect directors,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-30-2.10.htm - 3K - Match Info - Similar pages
16-47-32
Section 16-47-32 Meetings. (a) The board of trustees shall meet at least once in each year and on the first Wednesday in June, unless some other day is selected by them, and it may, by ordinance or resolution adopted by it, prescribe other regular times for meeting. At such meeting it may continue in session as long as it may deem proper for the welfare of the institution and may at any session appoint a special or adjourned meeting. Upon the written application of four members, or of any three members with his or her concurrence, the president pro tempore shall appoint a special meeting and issue notice thereof to the several members. Such special meeting shall not be appointed for a day less than seven days subsequent to the date of the notice. In case there is no president pro tempore of the board, or in case the president pro tempore is incapacitated to act, then the Governor, as president of the board, shall upon the written application of four members, in like manner call such...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/16-47-32.htm - 2K - Match Info - Similar pages
10A-2-14.34
Section 10A-2-14.34 Election to purchase in lieu 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) In a proceeding under Section 10A-2-14.30(2) to dissolve a corporation that has no shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election. (b) An election to purchase pursuant to this section may be filed with the court at any time within 90 days after the filing of the petition under Section 10A-2-14.30(2) or at a later time as the court in its discretion may allow. If...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.34.htm - 6K - Match Info - Similar pages
10A-3-7.03
Section 10A-3-7.03 Voluntary dissolution - Plan of distribution of assets. A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by a nonprofit corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof to a vote at a meeting of members entitled to vote thereon, which may be either an annual or a special meeting. Written notice setting forth the proposed plan of distribution or a summary thereof shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The plan of...
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16-52-4
three members of the board, the Governor shall call a special meeting, naming the time and place thereof and causing notices to be issued in writing to the several members of the board. Such meeting shall not be held on a date less than 10 days subsequent to the notice from the Governor. (3) An emergency meeting of the board may be called when circumstances exist that are deemed by the Governor, by the president pro tempore of the board, or by three members of the board to present a risk to personal health, safety, or property or to the operation of the university. The three board members shall communicate their request for an emergency meeting to the Governor or to the president pro tempore of the board by the most expedient means available to them. Notice of an emergency meeting shall be given at least 72 hours before the time the meeting is to commence, unless the circumstances of the emergency are such that the meeting is required to convene sooner. Acts 1967, No. 239, p. 615, ยง6;...
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16-55-6
Section 16-55-6 Board of trustees - Quorum; meetings. Seven members of the board of trustees shall constitute a quorum, but a smaller number may adjourn from day to day until a quorum is present. The board shall hold a regular annual meeting each year at the university on the first Monday in June, unless the board, in regular session, shall determine to hold its meeting at some other time and place. Special meetings of the board may be assembled by either one of the two methods outlined as follows: Special meetings may be called by the chair pro tempore of the board or the Governor by written notice mailed to each trustee at least 10 days in advance of the date of the meeting; and a special meeting shall be called by the chair pro tempore or the Governor upon application in writing of any three or more members of the board. No special meeting shall be held on a date less than 10 days subsequent to the date of the chair pro tempore's or the Governor's notice of the meeting, except in...
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