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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.52.htm - 2K - Match Info - Similar pages
10A-2A-3.04
Section 10A-2A-3.04 Lack of power to act. THIS SECTION WAS AMENDED BY ACT 2020-73
IN THE 2020 REGULAR SESSION, EFFECTIVE JANUARY 1, 2021. TO SEE THE AMENDED VERSION, SEE THE
SECOND VERSION LABELED PENDING. (a) Except as provided in subsection (b), the validity of
corporate action may not be challenged on the ground that the corporation lacks or lacked
power to act. (b) A corporation's power to act may be challenged: (1) in a proceeding by a
stockholder against the corporation to enjoin the act; (2) in a proceeding by the corporation,
directly, derivatively, or through a receiver, trustee, or other legal representative, against
an incumbent or former director, officer, employee, or agent of the corporation; or (3) in
a proceeding by the Attorney General under Section 10A-2A-14.10. (c) In a stockholder's
proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may
enjoin or set aside the act, if equitable and if all affected persons are parties to the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-3.04.htm - 1K - Match Info - Similar pages
10A-2A-7.24
Section 10A-2A-7.24 Acceptance of votes and other instruments. (a) If the name signed
on a vote, ballot, consent, waiver, stockholder demand, or proxy appointment corresponds to
the name of a stockholder, the corporation, if acting in good faith, is entitled to accept
the vote, ballot, consent, waiver, stockholder demand, or proxy appointment and give it effect
as the act of the stockholder. (b) If the name signed on a vote, ballot, consent, waiver,
stockholder demand, or proxy appointment does not correspond to the name of its stockholder,
the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot,
consent, waiver, stockholder demand, or proxy appointment and give it effect as the act of
the stockholder if: (1) the stockholder is an entity and the name signed purports to be that
of an officer or agent of the entity; (2) the name signed purports to be that of an administrator,
executor, guardian, or conservator representing the stockholder and, if the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.24.htm - 3K - Match Info - Similar pages
10A-2A-16.02
Section 10A-2A-16.02 Inspection rights of stockholders. (a) A stockholder of a corporation
is entitled to inspect and copy, during regular business hours at the corporation's principal
office, any of the records of the corporation described in Section 10A-2A-16.01(a),
excluding minutes of meetings of, and records of actions taken without a meeting by, the corporation's
board of directors and board committees established under Section 10A-2A-8.25, if the
stockholder gives the corporation a signed written notice of the stockholder's demand at least
five business days before the date on which the stockholder wishes to inspect and copy. (b)
A stockholder of a corporation is entitled to inspect and copy, during regular business hours
at a reasonable location specified by the corporation, any of the following records of the
corporation if the stockholder meets the requirements of subsection (c) and gives the corporation
a signed written notice of the stockholder's demand at least five...
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10A-2-7.24
Section 10A-2-7.24 Corporation's acceptance of votes. 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 name signed on, or otherwise submitted by means of an electronic transmission with
respect to, a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder,
the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or
proxy appointment and give it effect as the act of the shareholder. (b) If the name signed
on, or otherwise submitted by means of an electronic transmission with respect to, a vote,
consent, waiver, or proxy appointment does not correspond to the name of its shareholder,
the corporation if acting in good faith is nevertheless entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as the act of the shareholder if: (1) The
shareholder is an entity and the name signed or otherwise submitted by means of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.24.htm - 3K - 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-1.46
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-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
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-1.48
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...
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