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10A-2A-11.01
Section 10A-2A-11.01 Definitions. Notwithstanding Section 10A-1-1.03, as used in this article,
unless the context otherwise requires, the following terms mean: (1) "Acquired entity"
means the corporation or foreign corporation that will have all of one or more classes or
series of its stock acquired in a stock exchange. (2) "Acquiring entity" means the
corporation or foreign corporation that will acquire all of one or more classes or series
of stock of the acquired entity in a stock exchange. (3) "Constituent corporation"
means a constituent organization that is a corporation. (4) "Constituent organization"
means an organization that is party to a merger under this article. (5) "Governing statute"
of an organization means the statute that governs the organization's internal affairs. (6)
"Organization" means a general partnership, including a limited liability partnership;
limited partnership, including a limited liability limited partnership; limited liability
company; business trust;...
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10A-2A-11.06
Section 10A-2A-11.06 Statement or merger or stock exchange. (a) After a plan of merger has
been adopted and approved as required by this article, then a statement of merger shall be
signed by each party to the merger except as provided in Section 10A-2A-11.05(a). The statement
of merger must set forth: (1) the name, type of organization, and mailing address of the principal
office of each constituent organization, the jurisdiction of the governing statute of each
constituent organization, and the respective unique identifying number or other designation
as assigned by the Secretary of State, if any, of each constituent organization; (2) the name,
type of organization, and mailing address of the principal office of the surviving organization,
the unique identifying number or other designation as assigned by the Secretary of State,
if any, of the surviving organization, the jurisdiction of the governing statute of the surviving
organization, and, if the surviving organization is created...
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10A-2-6.04
Section 10A-2-6.04 Fractional shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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 may: (1) Issue
fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition
of fractional shares by the shareholders; (3) Issue scrip in registered or bearer form entitling
the holder to receive a full share upon surrendering enough scrip to equal a full share. (b)
Each certificate representing scrip must be conspicuously labeled "scrip" and must
contain the information required by Section 10A-1-3.42(c). (c) The holder of a fractional
share is entitled to exercise the rights of a shareholder, including the right to vote, to
receive dividends, and to participate in the assets of the corporation upon liquidation. The
holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip...
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40-21-4
Section 40-21-4 Detailed requirements of reports. Each such report shall show the following
items and particulars as the same stood on the next preceding October 1, together with any
other facts or information that may be called for by said Department of Revenue: (1) The name
and principal place of business of the company, corporation, association, or individual in
whose behalf the statement is made and the character of the business engaged in; (2) If a
company, association or corporation, the state, or government under the laws of which it was
incorporated or authorized to do business, the date of original organization, the date of
reorganization, consolidation, or merger and the purpose of its incorporation as expressed
in its charter or articles of association; (3) The place where all books, papers, and accounts
are kept, and the names and post-office addresses of the president, secretary, treasurer,
superintendent, general manager, general counsel, directors, and all other general...
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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...
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10A-2A-11.02
Section 10A-2A-11.02 Merger. (a) A corporation may merge with one or more other constituent
organizations pursuant to this article, and a plan of merger, if: (1) the governing statute
of each of the other organizations authorizes the merger; (2) the merger is not prohibited
by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of
the other organizations complies with its governing statute in effecting the merger. (b) A
plan of merger must be in writing and must include: (1) the name, type of organization, and
mailing address of the principal office of each constituent organization, the jurisdiction
of the governing statute of each constituent organization, and the respective unique identifying
number or other designation as assigned by the Secretary of State, if any, of each constituent
organization; (2) the name, type of organization, and mailing address of the principal office
of the surviving organization, the unique identifying number or other...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.02.htm - 4K - 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-16.02.htm - 6K - Match Info - Similar pages
10-1-3
Section 10-1-3 Alteration or amendment of charter by corporations not of business character;
filing and contents of declarations; issuance of certificate; provisions cumulative. (a) Unless
otherwise provided, any corporation, not of a business character, may alter or amend its charter
whenever not less than three fourths in number of its members, in case of corporations having
no central or general governing body, or where such corporations have a central or general
governing body, then whenever not less than three fourths of the first four principal officers
of such central or general governing body, shall file in the office of the judge of probate
of the county wherein the original declaration of incorporation was filed or in cases where
the charter was granted by an act of the Legislature, prior to the adoption of the Constitution
in 1901, in the Office of the Secretary of State, a declaration in writing signed by them
setting forth: (1) When such corporation was organized, its name...
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10A-10-1.07
Section 10A-10-1.07 Classification of shares. (a) A real estate investment trust may provide
by its declaration of trust any of the following: (1) That any specified class of shares is
preferred over another class as to its distributive share of the assets on voluntary or involuntary
liquidation of the real estate investment trust and the amount of the preference. (2) That
any specified class of shares may be redeemed at the option of the real estate investment
trust or of the holders of the shares and the terms and conditions of redemption, including
the time and price of redemption. (3) That any specified class of shares is convertible into
shares of one or more classes and the terms and conditions of conversion. (4) That the holders
of any specified securities issued or to be issued by the real estate investment trust have
any voting or other rights which, by law, are or may be conferred on shareholders. (5) For
any other preferences, rights, restrictions, including restrictions on...
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10A-2-7.32
Section 10A-2-7.32 Shareholder agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement among
the shareholders of a corporation that complies with this section is effective among the shareholders
and the corporation even though it is inconsistent with one or more provisions of this chapter
in that it: (1) Eliminates the authority of the board of directors or restricts the discretion
or powers of the board of directors; (2) Governs the authorization or making of distributions
whether or not in proportion to ownership of shares, subject to the limitations in Section
10A-2-6.40; (3) Establishes who shall be directors or officers of the corporation, or their
terms of office or manner of selection or removal; (4) Governs, in general or in regard to
specific matters, the exercise or division of voting power by or between the shareholders
and directors or by or among any of them, including use of...
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