10A-2A-1.50
Section 10A-2A-1.50 Effect of ratification. From and after the validation effective time, and without regard to the 120-day period during which a claim may be brought under Section 10A-2A-1.52: (a) Each defective corporate action ratified in accordance with Section 10A-2A-1.47 shall not be void or voidable as a result of the failure of authorization identified in the action taken under Section 10A-2A-1.47(a) or (b) and shall be deemed a valid corporate action effective as of the date of the defective corporate action; (b) The issuance of each share of putative stock or fraction of a share of putative stock purportedly issued pursuant to a defective corporate action identified in the action taken under Section 10A-2A-1.47 shall not be void or voidable, and each such share of putative stock or fraction of a share of putative stock shall be deemed to be an identical share of stock or fraction of a valid share of stock as of the time it was purportedly issued; and (c) Any corporate action...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.50.htm - 1K - Match Info - Similar pages
10A-2A-1.46
Section 10A-2A-1.46 Defective corporate actions. (a) A defective corporate action shall not be void or voidable if ratified in accordance with Section 10A-2A-1.47 or validated in accordance with Section 10A-2A-1.52. (b) Ratification under Section 10A-2A-1.47 or validation under Section 10A-2A-1.52 shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with this article shall not, of itself, affect the validity or effectiveness of any corporate action properly ratified under common law or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable. (c) In the case of an overissue, putative stock shall be valid stock effective as of the date originally issued or purportedly issued upon: (1) the effectiveness under this article and under Article 10 of an amendment to the certificate of incorporation...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.46.htm - 1K - Match Info - Similar pages
10A-2A-1.48
Section 10A-2A-1.48 Action on ratification. (a) The quorum and voting requirements applicable to a ratifying action by the board of directors under Section 10A-2A-1.47(a) shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken. (b) If the ratification of the defective corporate action requires approval by the stockholders under Section 10A-2A-1.47(c), and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative stock, regardless of whether entitled to vote, as of the record date for notice of the meeting and as of the date of the occurrence of defective corporate action, provided that notice shall not be required to be given to holders of valid or putative stock whose identities or addresses for notice cannot be determined from the records of the corporation. The notice must state that the purpose, or one of the purposes, of the meeting, is to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.48.htm - 3K - Match Info - Similar pages
10A-2A-1.45
Section 10A-2A-1.45 Definitions. In this article: (1) "Corporate action" means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee of the board of directors, an officer or agent of the corporation or the stockholders. (2) "Date of the defective corporate action" means the date (or the approximate date, if the exact date is unknown) the defective corporate action was purported to have been taken. (3) "Defective corporate action" means (i) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization, and (ii) an overissue. (4) "Failure of authorization" means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate resolution,...
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10A-2A-1.51
Section 10A-2A-1.51 Filings. (a) If the defective corporate action ratified under this Division D of Article 1 would have required under any other section of this chapter a filing in accordance with this chapter, then, regardless of whether a filing was previously made in respect of such defective corporate action and in lieu of a filing otherwise required by this chapter, the corporation shall file a certificate of validation in accordance with this section, and that certificate of validation shall serve to amend or substitute for any other filing with respect to such defective corporate action required by this chapter. (b) The certificate of validation must set forth: (1) the defective corporate action that is the subject of the certificate of validation (including, in the case of any defective corporate action involving the issuance of putative stock, the number and type of shares of putative stock issued and the date or dates upon which that putative stock was purported to have...
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10A-2A-1.49
Section 10A-2A-1.49 Notice requirements. (a) Unless stockholder approval is required under Section 10A-2A-1.47(c), prompt notice of an action taken under Section 10A-2A-1.47 shall be given to each holder of valid and putative stock, regardless of whether entitled to vote, as of (i) the date of such action by the board of directors, and (ii) the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of valid and putative stock whose identities or addresses for notice cannot be determined from the records of the corporation. (b) The notice must contain (i) either a copy of the action taken by the board of directors in accordance with Section 10A-2A-1.47(a) or (b) or the information required by Section 10A-2A-1.47(a)(1) through (a)(4) or Section 10A-2A-1.47(b)(1) through (b)(3), as applicable, and (ii) a statement that any claim that the ratification of the defective corporate action and any putative stock issued as a result of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.49.htm - 2K - Match Info - Similar pages
10A-2A-1.47
Section 10A-2A-1.47 Ratification of defective corporate actions. (a) To ratify a defective corporate action under this section (other than the ratification of an election of the initial board of directors under subsection (b)), the board of directors shall take action ratifying the action in accordance with Section 10A-2A-1.48, stating: (1) the defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative stock, the number and type of shares of putative stock purportedly issued; (2) the date of the defective corporate action; (3) the nature of the failure of authorization with respect to the defective corporate action to be ratified; and (4) that the board of directors approves the ratification of the defective corporate action. (b) In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under Section 10A-2A-2.04(a)(2), a majority of the persons who,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.47.htm - 2K - Match Info - Similar pages
10A-2A-1.52
Section 10A-2A-1.52 Judicial proceedings regarding validity of corporate actions. (a) Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any stockholder, beneficial stockholder or unrestricted voting trust beneficial owner of the corporation, including any stockholder, beneficial stockholder or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under Section 10A-2A-1.47, or any other person claiming to be substantially and adversely affected by a ratification under Section 10A-2A-1.47, the designated court, and if none, the circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation's most recent registered office, is located, may: (1) determine the validity and effectiveness of any corporate action or defective corporate action; (2) determine the validity...
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9-12-180
Section 9-12-180 Authorized; form. The Governor of this state is hereby authorized and directed to execute a compact on behalf of the State of Alabama with any one or more of the states of Florida, Mississippi, Louisiana and Texas, and with such other states as may enter into the compact legally therein in the form substantially as follows: GULF STATES MARINE FISHERIES COMPACT The contracting states solemnly agree: Article I Whereas the Gulf Coast States have the proprietary interest in and jurisdiction over fisheries in the waters within their respective boundaries, it is the purpose of this compact to promote the better utilization of the fisheries, marine, shell and anadromous, of the seaboard of the Gulf of Mexico, by the development of a joint program for the promotion and protection of such fisheries and the prevention of the physical waste of the fisheries from any cause. Article II This compact shall become operative immediately as to those states ratifying it whenever any two...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/9-12-180.htm - 9K - Match Info - Similar pages
10A-2A-13.22
Section 10A-2A-13.22 Appraisal notice and form. (a) If a corporate action requiring appraisal rights under Section 10A-2A-13.02(a) becomes effective, the corporation shall deliver a written appraisal notice and form required by subsection (b) to all stockholders who satisfy the requirements of Section 10A-2A-13.21(a), (b), or (c). In the case of a merger under Section 10A-2A-11.05, the parent shall deliver an appraisal notice and form to all record stockholders who may be entitled to assert appraisal rights. (b) The appraisal notice shall be delivered no earlier than the date the corporate action specified in Section 10A-2A-13.02(a) became effective, and no later than 10 days after that date, and must: (1) supply a form that (i) specifies the first date of any announcement to stockholders made before the date the corporate action became effective of the principal terms of the proposed corporate action, (ii) if the announcement was made, requires the stockholder asserting appraisal...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.22.htm - 2K - Match Info - Similar pages
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