10A-2A-13.23
Section 10A-2A-13.23 Perfection of rights; right to withdraw. (a) A stockholder who receives notice pursuant to Section 10A-2A-13.22 and who wishes to exercise appraisal rights shall sign and return the form sent by the corporation and, in the case of certificated stock, deposit the stockholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to Section 10A-2A-13.22(b)(2)(ii). In addition, if applicable, the stockholder shall certify on the form whether the beneficial owner of the stock acquired beneficial ownership of the stock before the date required to be set forth in the notice pursuant to Section 10A-2A-13.22(b)(1)(i). If a stockholder fails to make this certification, the corporation may elect to treat the stockholder's stock as after-acquired stock under Section 10A-2A-13.25. Once a stockholder deposits the certificates or, in the case of uncertificated stock, returns the signed forms, that stockholder loses all rights as...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.23.htm - 2K - Match Info - Similar pages
10A-2A-13.25
Section 10A-2A-13.25 After-acquired stock. (a) A corporation may elect to withhold payment required by Section 10A-2A-13.24 from any stockholder who was required to, but did not certify that beneficial ownership of all of the stockholder's stock for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to Section 10A-2A-13.22(b)(1). (b) If the corporation elects to withhold payment under subsection (a), it shall, within 30 days after the form required by Section 10A-2A-13.22(b)(2)(ii) is due, notify all stockholders who are described in subsection (a): (1) of the information required by Section 10A-2A-13.24(b)(1); (2) of the corporation's estimate of fair value pursuant to Section 10A-2A-13.24(b)(2); (3) that they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under Section 10A-2A-13.26; (4) that those stockholders who wish to accept the offer shall...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.25.htm - 2K - Match Info - Similar pages
10A-20-4.01
Section 10A-20-4.01 Powers of conventions or associations. State conventions or state associations of churches, generally known as congregational churches, which have been heretofore incorporated under any general or special law of the state or which may be hereafter incorporated under any general law of this state, shall have and are invested with the following powers in addition to the powers heretofore conferred upon the corporations by general law or special acts of the Legislature. The incorporated conventions or associations may: (1) In their corporate capacity, act in the intervals between state conventions by, and through, trustees, directors, or governing boards by whatever name called or designated; (2) Through its constitution and bylaws or by resolution adopted by the convention confer upon the trustees, directors, or governing boards the power to do any and all acts and exercise any and all corporate powers conferred upon them by the convention which the convention itself...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-4.01.htm - 2K - Match Info - Similar pages
10A-20-7.09
Section 10A-20-7.09 Powers of stockholders and members. (a) The stockholders and the members of the corporation shall have the following powers of the corporation: (1) To determine the number of and elect directors as provided in Section 10A-20-7.07. (2) To make, amend, and repeal bylaws. (3) To amend this charter as provided in Section 10A-20-7.20. (4) To dissolve the corporation as provided in Section 10A-20-7.22. (5) To do all things necessary or desirable to secure aid, assistance loans, and other financing from any financial institutions and from any agency established under the Small Business Investment Act of 1958, or other similar federal laws now or hereafter enacted. (6) To exercise the other of the powers of the corporation consistent with this article as may be conferred on the stockholders and the members by the bylaws. (b) As to all matters requiring action by the stockholders and the members of the corporation, the stockholders and members shall vote separately thereon...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.09.htm - 2K - Match Info - Similar pages
10A-2A-13.30
Section 10A-2A-13.30 Court action. (a) If a stockholder makes demand for payment under Section 10A-2A-13.26 which remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the stock and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay in cash to each stockholder the amount the stockholder demanded pursuant to Section 10A-2A-13.26 plus interest. (b) The corporation shall commence the proceeding in 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, in the circuit court for the county in which the corporation's most recent registered office is located. (c) The corporation shall make all stockholders (regardless of whether they are residents of this state) whose demands remain unsettled parties to the proceeding...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.30.htm - 2K - Match Info - Similar pages
10A-2A-7.09
Section 10A-2A-7.09 Remote participation in stockholders' meetings; meetings held solely by remote participation. (a) Stockholders of any class or series of stock may participate in any meeting of stockholders by means of remote communication to the extent the board of directors authorizes participation for that class or series. Participation as a stockholder by means of remote communication shall be subject to guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection (b). (b) Stockholders participating in a stockholders' meeting by means of remote communication shall be deemed present and may vote at that meeting if the corporation has implemented reasonable measures: (1) to verify that each person participating remotely as a stockholder is a stockholder; and (2) to provide stockholders participating remotely a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.09.htm - 1K - Match Info - Similar pages
10A-1-6.23
Section 10A-1-6.23 Manner for determining permissive indemnification. (a) Except as otherwise provided by subsections (b) and (c), the determinations required under Section 10A-1-6.21(a) must be made by: (1) a majority vote of a quorum composed of the governing persons who at the time of the vote are disinterested and independent; (2) if a quorum described by subsection (a)(1) cannot be obtained, a majority vote of a committee of the board of directors of the enterprise designated to act in the matter by a majority vote of the governing persons and composed of at least one governing person who at the time of the vote is disinterested and independent; (3) special legal counsel selected by the board of directors of the enterprise, or selected by a committee of the board of directors, by vote in accordance with subdivision (1) or subdivision (2) or, if a quorum described by subdivision (1) cannot be obtained and a committee described by subdivision (2) cannot be established, by a majority...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-6.23.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-2-2.07
Section 10A-2-2.07 Emergency bylaws. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with emergency bylaws: (1) Binds the corporation; and (2) May not be used to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-2.07.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
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