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10A-2-8.54
Section 10A-2-8.54 Court-ordered indemnification. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A director
of the corporation who is a party to a proceeding may apply for indemnification to the court
conducting the proceeding, or may file an action therefor in another court of competent jurisdiction
if the court has jurisdiction over the corporation and the corporation is a party to the proceeding.
On receipt of the application or the filing of the action, the court after giving any notice
it considers necessary may order indemnification if it determines: (1) The director is entitled
to mandatory indemnification under Section 10A-2-8.52, in which case the court shall also
order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered
indemnification; or (2) The director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or...
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45-49-120.11
Section 45-49-120.11 Tests. The director shall conduct tests to establish employment registers
for the various classes of positions in the classified service. The director shall so conduct
the tests as to take into consideration elements of character, reputation, education, aptitude,
experience, knowledge, physical fitness, and other pertinent matters. The tests may be written
or oral, or both, and any other demonstration of fitness as the director may determine. Public
notice of the time, place, and general scope of every test shall be given. The director shall
determine the qualifications for admission to any test. For a promotion test, the qualifications
shall include the requirement that an applicant be employed in a position in such class, and
for such length of time, as the director shall specify, subject to the rules. Subject to such
limitations as to age and sex as the director considers for the best interests of the service,
admission to tests shall be open to all persons who...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-49-120.11.htm - 2K - Match Info - Similar pages
10A-2-8.50
Section 10A-2-8.50 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Corporation"
includes any domestic or foreign predecessor entity of a corporation in a merger or other
transaction in which the predecessor's existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a corporation or
an individual who, while a director of a corporation, is or was serving at the corporation's
request as a director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise.
A director is considered to be serving an employee benefit plan at the corporation's request
if his or her duties to the corporation also impose duties on, or otherwise involve services
by, the director to the plan or to participants in or beneficiaries of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.50.htm - 2K - Match Info - Similar pages
10A-2-8.53
Section 10A-2-8.53 Advance for expenses. 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
pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding
in advance of final disposition of the proceeding if: (1) The director furnishes the corporation
a written affirmation of good faith belief that he or she has met the standard of conduct
described in Section 10A-2-8.51; (2) The director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct, or is not otherwise entitled
to indemnification under Section 10A-2-8.51(d), unless indemnification is approved by the
court under Section 10A-2-8.54; (3) A determination is made that the facts then known to those
making the determination would not preclude...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.53.htm - 1K - Match Info - Similar pages
10A-2-8.57
Section 10A-2-8.57 Insurance. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation may purchase and
maintain insurance, or furnish similar protection, including but not limited to trust funds,
self-insurance reserves, or the like, on behalf of an individual who is or was a director,
officer, employee, or agent of the corporation, or who, while a director, officer, employee,
or agent of the corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture trust, employee benefit plan, or other enterprise, against liability
asserted against or incurred by him or her in that capacity or arising from his or her status
as a director, officer, employee, or agent, whether or not the corporation would have power
to indemnify him or her against the same liability under Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.57.htm - 1K - Match Info - Similar pages
36-25-1
Section 36-25-1 Definitions. Whenever used in this chapter, the following words and terms shall
have the following meanings: (1) BUSINESS. Any corporation, partnership, proprietorship, firm,
enterprise, franchise, association, organization, self-employed individual, or any other legal
entity. (2) BUSINESS WITH WHICH THE PERSON IS ASSOCIATED. Any business of which the person
or a member of his or her family is an officer, owner, partner, board of director member,
employee, or holder of more than five percent of the fair market value of the business. (3)
CANDIDATE. This term as used in this chapter shall have the same meaning ascribed to it in
Section 17-5-2. (4) COMMISSION. The State Ethics Commission. (5) COMPLAINT. Written allegation
or allegations that a violation of this chapter has occurred. (6) COMPLAINANT. A person who
alleges a violation or violations of this chapter by filing a complaint against a respondent.
(7) CONFIDENTIAL INFORMATION. A complaint filed pursuant to this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/36-25-1.htm - 21K - Match Info - Similar pages
10A-2-8.30
Section 10A-2-8.30 General standards for 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
shall discharge his or her duties as a director, including duties as a member of a committee:
(1) In good faith; (2) With the care an ordinarily prudent person in a like position would
exercise under similar circumstances; and (3) In a manner the director believes to be in the
best interests of the corporation. (b) In discharging his or her duties, a director is entitled
to rely on information, opinions, reports, or statements, including financial statements and
other financial data, if prepared or presented by: (1) One or more officers or employees of
the corporation whom the director reasonably believes to be reliable and competent in the
matters; (2) Legal counsel, public accountants, certified public accountants, or other persons
as to matters the director reasonably believes are within the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.30.htm - 2K - Match Info - Similar pages
10A-2-8.60
Section 10A-2-8.60 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Conflicting
interest" with respect to a corporation means the interest a director of the corporation
has respecting a transaction effected or proposed to be effected by the corporation, or by
a subsidiary of the corporation or any other entity in which the corporation has a controlling
interest, if: (i) Whether or not the transaction is brought before the board of directors
of the corporation for action, the director knows at the time of commitment that he or she
or a related person is a party to the transaction or has a beneficial interest in or so closely
linked to the transaction and of the financial significance to the director or a related person
that the interest would reasonably be expected to exert an influence on the director's judgement
if the director were called upon to vote on the transaction; or...
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10A-2-8.33
Section 10A-2-8.33 Liability for unlawful distributions. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Unless he or she complies with the applicable standards of conduct described in Section 10A-2-8.30,
a director who votes for or assents to a distribution made in violation of this chapter or
the articles of incorporation is personally liable to the corporation for the amount of the
distribution that exceeds what could have been distributed without violating this chapter
or the articles of incorporation. (b) A director held liable for an unlawful distribution
under subsection (a) is entitled to contribution: (1) From every other director who voted
for or assented to the distribution without complying with the applicable standards of conduct
described in Section 10A-2-8.30, and (2) From each shareholder for the amount the shareholder
accepted knowing the distribution was made in violation of this chapter or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.33.htm - 1K - Match Info - Similar pages
10A-2A-8.42
Section 10A-2A-8.42 Standards of conduct for officers. Notwithstanding Division C of Article
3 of Chapter 1: (a) An officer, when performing in his or her capacity as such, has the duty
to act: (1) in good faith; (2) with the care that a person in a like position would reasonably
exercise under similar circumstances; and (3) in a manner the officer reasonably believes
to be in the best interests of the corporation. (b) The duty of an officer includes the obligation:
(1) to inform the superior officer to whom, or the board of directors or the board committee
to which, the officer reports of information about the affairs of the corporation known to
the officer, within the scope of the officer's functions, and known to the officer to be material
to that superior officer, board of directors or board committee; and (2) to inform his or
her superior officer, or another appropriate person within the corporation, or the board of
directors, or a board committee, of any actual or probable...
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