10A-2-3.03
Section 10A-2-3.03 Emergency powers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In anticipation of or during
an emergency defined in subsection (d), the board of directors of a corporation may: (1) Modify
lines of succession to accommodate the incapacity of any director, officer, employee, or agent;
and (2) Relocate the principal office, designate alternative principal offices or regional
offices, or authorize the officers to do so. (b) During an emergency defined in subsection
(d), unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors
need be given only to those directors whom it is practicable to reach and may be given in
any practical manner, including by publication and radio; and (2) One or more officers of
the corporation present at a meeting of the board of directors may be deemed to be directors
for the meeting in order of rank and within the same rank in...
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10A-2-8.05
Section 10A-2-8.05 Terms of directors generally. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The terms
of the initial directors of a corporation expire at the first shareholders' meeting at which
directors are elected. (b) The terms of all other directors expire at the next annual shareholders'
meeting following their election unless their terms are staggered under Section 10A-2-8.06.
(c) A decrease in the number of directors does not shorten an incumbent director's term. (d)
The term of a director elected to fill a vacancy expires at the next shareholders' meeting
at which directors are elected. (e) Despite the expiration of a director's term, he or she
continues to serve until his or her successor is elected and qualified or until there is a
decrease in the number of directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.05; amended
and renumbered by Act 2009-513, p. 967, §116.)...
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10A-2-8.07
Section 10A-2-8.07 Resignation 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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) A director may
resign at any time by delivering written notice to the board of directors, its chair, or to
the corporation. (b) A resignation is effective when the notice is delivered unless the notice
specifies a later effective date. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.07; amended
and renumbered by Act 2009-513, p. 967, §116.)...
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10A-2-8.32
Section 10A-2-8.32 Depreciating stocks or bonds of corporation with intent to buy. REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. No president, director, or managing officer of any corporation, by whatsoever
name or title he or she may be known or called, shall do or omit to do any act, or shall make
any declaration or statement in writing, or otherwise, with the intent to depreciate the market
value of the stock or bonds of the corporation, and with the further intent to enable the
president, director, or other managing officer, or any other person, to buy any stock or bonds
at less than the real value thereof. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.32; amended
and renumbered by Act 2009-513, p. 967, §120.)...
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10A-2-8.51
Section 10A-2-8.51 Authority to indemnify. 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 subsection (d), a corporation may indemnify an individual made a party to a proceeding
because he or she is or was a director against liability incurred in the proceeding if: (1)
The individual conducted himself or herself in good faith; and (2) The individual reasonably
believed: (i) In the case of conduct in his or her official capacity with the corporation,
that the conduct was in its best interests; and (ii) In all other cases, that the conduct
was at least not opposed to its best interests; and (3) In the case of any criminal proceeding,
the individual had no reasonable cause to believe his or her conduct was unlawful. (b) A director's
conduct with respect to an employee benefit plan for a purpose he or she reasonably believed
to be in the interests of the participants in and beneficiaries of...
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10A-2-8.56
Section 10A-2-8.56 Indemnification of officers, employees, and agents. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) An officer of a corporation who is not a director is entitled to mandatory
indemnification under Section 10A-2-8.52, and is entitled to apply for court-ordered indemnification
under Section 10A-2-8.54, in each case to the same extent as a director. (b) A corporation
may indemnify and may advance expenses under this division to an officer, employee, or agent
of the corporation who is not a director to the same extent as to a director. (Acts 1994,
No. 94-245, p. 343, §1; §10-2B-8.56; amended and renumbered by Act 2009-513, p. 967, §124.)...

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10A-2-1.20
Section 10A-2-1.20 Filing instruments. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A filing instrument
under this chapter must satisfy the requirements of Article 4 of Chapter 1, and must be signed:
(1) By the chair of the board of directors of the domestic or foreign business corporation,
by its president, or by another of its officers; (2) If directors have not been selected or
the corporation has not been formed, by an incorporator; or (3) If the corporation is in the
hands of a receiver, trustee, or other court-appointed fiduciary, by that fiduciary. (b) The
person executing the instrument shall sign it and state beneath or opposite his or her signature
in English letters, his or her name, and the capacity in which he or she signs. The instrument
may but need not contain: (1) the corporate seal, (2) an attestation by the secretary or an
assistant secretary, or (3) an acknowledgement, verification, or...
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10A-2-13.31
Section 10A-2-13.31 Court costs and counsel fees. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The court
in an appraisal proceeding commenced under Section 10A-2-13.30 shall determine all costs of
the proceeding, including compensation and expenses of appraisers appointed by the court.
The court shall assess the costs against the corporation, except that the court may assess
costs against all or some of the dissenters, in amounts the court finds equitable, to the
extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith
in demanding payment under Section 10A-2-13.28. (b) The court may also assess the reasonable
fees and expenses of counsel and experts for the respective parties, in amounts the court
finds equitable: (1) Against the corporation and in favor of any or all dissenters if the
court finds the corporation did not substantially comply with the requirements of...
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10A-2-14.21
Section 10A-2-14.21 Procedure for and effect of administrative dissolution. 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 Secretary of State determines that one or more grounds exist under
Section 10A-2-14.20 for dissolving a corporation, he or she shall serve the corporation with
written notice of his or her determination under Section 10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36.
(b) If the corporation does not correct each ground for dissolution or demonstrate to the
reasonable satisfaction of the Secretary of State that each ground determined by the Secretary
of State does not exist within 60 days after service of the notice is perfected under Section
10A-1-5.31(b), 10A-1-5.35, or 10A-1-5.36, the Secretary of State shall administratively dissolve
the corporation by signing a certificate of dissolution that recites the ground or grounds
for dissolution and its effective date. The Secretary of State...
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10A-2-14.33
Section 10A-2-14.33 Decree 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) If after a hearing
the court determines that one or more grounds for judicial dissolution described in Section
10A-2-14.30 exist, it may enter a decree dissolving the corporation and specifying the effective
date of the dissolution, and the clerk of the court shall deliver a certified copy of the
decree to the judge of probate, who shall file it. (b) After entering the decree of dissolution,
the court shall direct the winding up and liquidation of the corporation's business and affairs
in accordance with Section 10A-2-14.05 and the notification of claimants in accordance with
Sections 10A-1-9.21 and 10A-1-9.22. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.33; amended
and renumbered by Act 2009-513, p. 967, §149.)...
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