10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting
a plan of merger or share exchange, the board of directors of each corporation party to the
merger, and the board of directors of the corporation whose shares will be acquired in the
share exchange, shall submit the plan of merger, except as provided in subsection (g), or
share exchange for approval by its shareholders. (b) For a plan of merger or share exchange
to be approved: (1) The board of directors must recommend the plan of merger or share exchange
to the shareholders, unless the board of directors determines that because of conflict of
interest or other special circumstances it should make no recommendation and communicates
the basis for its determination to the shareholders with the plan; and (2) The shareholders
entitled to vote must approve the plan. (c) Subject to the corporation's articles of...
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10A-2A-10.22
Section 10A-2A-10.22 Bylaw provisions relating to the election of directors. (a) Unless
the certificate of incorporation (i) specifically prohibits the adoption of a bylaw pursuant
to this section, (ii) alters the vote specified in Section 10A-2A-7.28(a), or
(iii) provides for cumulative voting, a corporation may elect in its bylaws to be governed
in the election of directors as follows: (1) each vote entitled to be cast may be voted for
or against up to that number of candidates that is equal to the number of directors to be
elected, or a stockholder may indicate an abstention, but without cumulating the votes; (2)
to be elected, a nominee shall have received a plurality of the votes cast by holders of stock
entitled to vote in the election at a meeting at which a quorum is present, provided that
a nominee who is elected but receives more votes against than for election shall serve as
a director for a term that shall terminate on the date that is the earlier of (i) 90 days
from the...
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10A-2A-10.03
Section 10A-2A-10.03 Amendment by board of directors and stockholders. If a corporation
has issued stock, an amendment to the certificate of incorporation shall be adopted in the
following manner: (a) The proposed amendment shall first be adopted by the board of directors.
(b) Except as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment
shall then be approved by the stockholders. In submitting the proposed amendment to the stockholders
for approval, the board of directors shall recommend that the stockholders approve the amendment,
unless (i) the board of directors makes a determination that because of conflicts of interest
or other special circumstances it should not make a recommendation, or (ii) Section
10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors must inform the
stockholders of the basis for its so proceeding. (c) The board of directors may set conditions
for the approval of the amendment by the stockholders or the...
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10A-2-12.02
Section 10A-2-12.02 Sale of assets other than in regular course of business. REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as
the same may be amended from time to time, a corporation may sell, lease, exchange, or otherwise
dispose of all, or substantially all, of its property, with or without the good will, otherwise
than in the usual and regular course of business on the terms and conditions and for the consideration
determined by the corporation's board of directors, if the board of directors proposes and
its shareholders approve the proposed transaction. (b) For a transaction to be authorized:
(1) The board of directors must recommend the proposed transaction to the shareholders unless
the board of directors determines that because of a conflict of interest or other special
circumstances it should make no recommendation and communicates...
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17-10-2
Section 17-10-2 Provisional ballots; certification; tabulation; identification of ballots.
(a) A voter shall be required to cast a provisional ballot when: (1) The name of the individual
does not appear on the official list of eligible voters for the precinct or polling place
in which the individual seeks to vote, and the individual's registration cannot be verified
while at the polling place by the registrar or the judge of probate. (2) An inspector has
knowledge that the individual is not entitled to vote at that precinct and challenges the
individual. (3) The individual is required to comply with the voter identification provisions
of Section 17-10-1 but is unable to do so. If the voter's ballot becomes a provisional
ballot due to lack of identification, the identification, including the address and telephone
number of the voter, must be provided to the board of registrars no later than 5:00 p.m. on
the Friday following the election. If the voter fails to provide identification to...
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10A-2-10.03
Section 10A-2-10.03 Amendment by board of directors and shareholders. 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's board of directors may propose one or more amendments
to the articles of incorporation for submission to the shareholders. (b) For the amendments
to be adopted: (1) The board of directors must recommend the amendment to the shareholders
unless the board of directors determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates the basis for its determination
to the shareholders with the amendment; and (2) The shareholders entitled to vote on the amendment
must approve the amendment as provided in subsection (e). (c) Subject to the corporation's
articles of incorporation, the board of directors may condition its submission of the proposed
amendment on any basis, except that the board of directors may not...
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10A-2A-7.04
Section 10A-2A-7.04 Action without meeting. (a) Unless otherwise provided in the certificate
of incorporation, any action required or permitted by this chapter to be taken at any meeting
of the stockholders may be taken without a meeting, and without prior notice, if one or more
consents in writing setting forth the action so taken are signed by the holders of outstanding
stock having not less than the minimum number of votes that would be required to authorize
or take the action at a meeting at which all shares of stock entitled to vote on the action
were present and voted; provided, however, that if a corporation's certificate of incorporation
authorizes stockholders to cumulate their votes when electing directors pursuant to Section
10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action
must be evidenced by one or more written consents describing the action taken, signed by the
stockholders approving the action and delivered to the corporation...
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11-50A-6
Section 11-50A-6 Board of directors; election committee; meetings; officers; compensation;
recordkeeping. (a) The board of directors of the authority shall be elected by the duly designated
representatives of the municipalities which are authorized and directed to designate a member
of the election committee as hereinafter provided in this section. Until the first
meeting of the board of directors following the meeting in 2015 of the election committee
hereinafter provided for, the board of directors shall consist of nine members; thereafter,
the board shall consist of the number of members equal to the number of municipalities contracting
with the authority for the purchase of electric power and energy pursuant to Section
11-50A-17, which are authorized and directed to designate a member of the election committee.
Members of the board of directors shall be eligible to succeed themselves. The business, affairs,
and property of the authority shall be managed by its board of directors....
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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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45-4-111
Section 45-4-111 Electronic voting system authorized; requirements for use. (a) As used
in this section: (1) "Automatic tabulating equipment" shall mean apparatus
which automatically examines and counts votes recorded on paper ballots or ballot cards and
tabulates the results. (2) "Paper ballot" shall mean a printed paper ballot which
conforms in layout and format to the electronic voting system in use. (3) "Ballot card"
shall mean a tabulating card on which votes may be recorded. (4) "Ballot label"
shall mean the cards, papers, booklet, pages, or other material which contain the names of
offices and candidates and statements of measures to be voted on and which are used in conjunction
with ballot cards. (5) "Ballot" shall mean ballot cards or paper ballots. (6) "Counting
center" shall mean one or more locations selected and designated by the county commission
or the municipal governing body, as the case may be, for the automatic counting of ballots
in the election. (7) "Electronic...
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