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10A-2A-17.06
Section 10A-2A-17.06 Rights of action. (a) Except in a proceeding authorized under Section
10A-2A-17.05(c) or this section, no person other than the corporation, or a stockholder in
the right of the corporation pursuant to subsection (b), may bring an action or assert a claim
with respect to the violation of any duty applicable to a benefit corporation or any of its
directors under this article. (b) Except for a proceeding brought under Section 10A-2A-17.05(c),
a proceeding by a stockholder of a benefit corporation claiming violation of any duty applicable
to a benefit corporation or any of its directors under this article: (1) must be brought in
a derivative proceeding pursuant to Division D of Article 7 of this chapter; and (2) may be
brought only by a stockholder of the benefit corporation that at the time of the act or omission
complained of either individually, or together with other stockholders bringing such action
collectively, owned directly or indirectly at least five percent...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.06.htm - 2K - Match Info - Similar pages
10A-2-7.04
Section 10A-2-7.04 Action without meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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 the articles of incorporation, action required or permitted by the Constitution of Alabama
of 1901 or by this chapter to be taken at a shareholders' meeting may be taken without a meeting
if the action is taken by all shareholders entitled to vote on the action. The action must
be evidenced by one or more written consents describing the action taken, signed by all the
shareholders entitled to vote on the action, and delivered to the corporation for inclusion
in the minutes or filing with the corporate records. (b) If not otherwise fixed under Section
10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs the consent under subsection (a).
(c) A consent signed under this section has the effect of a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.04.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-7.20
Section 10A-2A-7.20 Stockholders' list for meeting. (a) After fixing a record date for a meeting,
a corporation shall prepare an alphabetical list of the names of all its stockholders who
are entitled to notice of a stockholders' meeting. If the board of directors fixes a different
record date under Section 10A-2A-7.07(e) to determine the stockholders entitled to vote at
the meeting, a corporation also shall prepare an alphabetical list of the names of all its
stockholders who are entitled to vote at the meeting. A list must be arranged by voting group
(and within each voting group by class or series of stock) and show the address of and number
of shares of stock held by each stockholder. If the corporation has an electronic mail address
for a stockholder and the corporation uses that electronic mail address to send notices and
other communications to that stockholder, then the corporation shall include that electronic
mail address on the stockholders' list. (b) The stockholders' list...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.20.htm - 4K - Match Info - Similar pages
10A-2-13.23
Section 10A-2-13.23 Duty to demand payment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder sent
a dissenters' notice described in Section 10A-2-13.22 must demand payment in accordance with
the terms of the dissenters' notice. (b) The shareholder who demands payment retains all other
rights of a shareholder until those rights are canceled or modified by the taking of the proposed
corporate action. (c) A shareholder who does not demand payment by the date set in the dissenters'
notice is not entitled to payment for his or her shares under this article. (d) A shareholder
who demands payment under subsection (a) may not thereafter withdraw that demand and accept
the terms offered under the proposed corporate action unless the corporation shall consent
thereto. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.23; amended and renumbered by Act
2009-513, p. 967, §141.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.23.htm - 1K - Match Info - Similar pages
5-7A-2
Section 5-7A-2 Proceedings to effect consolidation, merger or transfer. Before such consolidation,
merger or transfer shall become effective, the following proceedings must be had and done.
The board of directors of each bank affected must pass a resolution stating that such consolidation,
merger or transfer is desirable and order the officers of the bank to call a meeting of the
stockholders to consider the proposition. Upon the passage of such resolution by the directors,
the officers shall mail a notice of such meeting to each stockholder at his last known place
of residence, postage prepaid, at least 30 days before the date set for the meeting of stockholders,
which notice shall specify the date and place of the meeting and the purpose for which the
meeting is to be held. A copy of the resolution must also be forwarded to the superintendent
for his information, and he shall investigate the advisability of such consolidation, merger
or transfer. On the day of the meeting of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-7A-2.htm - 2K - Match Info - Similar pages
10-2B-7.06
Section 10-2B-7.06 Waiver of notice. (a) A shareholder may waive any notice required by the
Constitution of Alabama of 1901, this chapter, the articles of incorporation, or bylaws before
or after the date and time stated in the notice. The waiver must be in writing, be signed
by the shareholder entitled to the notice, and be delivered to the corporation for inclusion
in the minutes or filing with the corporate records. (b) A shareholder's attendance at a meeting:
(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder
at the beginning of the meeting objects to holding the meeting or transacting business at
the meeting; (2) Waives objection to consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice, unless the shareholder
objects to considering the matter before action is taken on the matter. (Acts 1994, No. 94-245,
p. 343, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10-2B-7.06.htm - 1K - Match Info - Similar pages
10A-2-8.23
Section 10A-2-8.23 Waiver of notice. 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 waive any
notice required by this chapter, the articles of incorporation, or bylaws before or after
the date and time stated in the notice. Except as provided by subsection (b), the waiver must
be in writing, signed by the director entitled to notice, and filed with the minutes or corporate
records. (b) A director's attendance at or participation in a meeting: (1) Waives objection
to lack of any required notice to him or her or defective notice of the meeting unless the
director at the beginning of the meeting (or promptly upon his or her arrival) objects to
holding the meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting, and (2) Waives objection to consideration of a particular
matter at the meeting that is not within the purpose or purposes...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.23.htm - 1K - Match Info - Similar pages
10A-2A-14.14
Section 10A-2A-14.14 Election to purchase in lieu of dissolution. (a) In a proceeding under
Section 10A-2A-14.10(a)(2) to dissolve a corporation, the corporation may elect or, if it
fails to elect, one or more stockholders may elect to purchase all stock owned by the petitioning
stockholder at the fair value of the stock. 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-2A-14.10(a)(2) or at a later
time as the court in its discretion may allow. If the election to purchase is filed by one
or more stockholders, the corporation shall, within 10 days thereafter, give written notice
to all stockholders, other than the petitioner. The notice must state the name and number
of shares of stock owned by the petitioner and the name and number of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.14.htm - 5K - Match Info - Similar pages
10A-2A-8.23
Section 10A-2A-8.23 Waiver of notice. (a) A director may waive any notice required by this
chapter, the certificate of incorporation or the bylaws before or after the date and time
stated in the notice. Except as provided by subsection (b), the waiver must be in writing,
signed by the director entitled to the notice and delivered to the corporation for filing
by the corporation with the minutes or corporate records. (b) A director's attendance at or
participation in a meeting waives any required notice to the director of the meeting unless
the director at the beginning of the meeting (or promptly upon arrival) objects to holding
the meeting or transacting business at the meeting and does not after objecting vote for or
assent to action taken at the meeting. (Act 2019-94, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.23.htm - 1K - Match Info - Similar pages
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