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10A-2A-16.01
Section 10A-2A-16.01 Corporate records. (a) A corporation shall maintain the following records:
(1) its certificate of incorporation as currently in effect; (2) any notices to stockholders
referred to in Section 10A-2A-1.20(c)(5) specifying facts on which a filed document is dependent
if those facts are not included in the certificate of incorporation or otherwise available
as specified in Section 10A-2A-1.20(c)(5); (3) its bylaws as currently in effect; (4) all
written communications within the past three years to stockholders generally; (5) minutes
of all meetings of, and records of all actions taken without a meeting by, its stockholders,
its board of directors, and board committees established under Section 10A-2A-8.25; (6) a
list of the names and business addresses of its current directors and officers; and (7) its
most recent annual report delivered to the Secretary of State under Section 10A-2A-16.11.
(b) A corporation shall maintain all annual financial statements prepared for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-16.01.htm - 2K - Match Info - Similar pages
10A-2A-12.01
Section 10A-2A-12.01 Disposition of assets not requiring stockholder approval. No approval
of the stockholders is required, unless the certificate of incorporation otherwise provides:
(a) to sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets
in the usual and regular course of business; (b) to mortgage, pledge, dedicate to the repayment
of indebtedness (whether with or without recourse), or otherwise encumber any or all of the
corporation's assets, regardless of whether in the usual and regular course of business; (c)
to transfer any or all of the corporation's assets to one or more corporations, foreign corporations,
or other entities all of the stock or interests of which are owned by the corporation; or
(d) to distribute assets pro rata to the holders of one or more classes or series of the corporation's
stock. (Act 2019-94, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-12.01.htm - 1K - Match Info - Similar pages
10A-2A-8.10
Section 10A-2A-8.10 Vacancy on board of directors. (a) Unless the certificate of incorporation
provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting
from an increase in the number of directors: (1) the stockholders may fill the vacancy; (2)
the board of directors may fill the vacancy; or (3) if the directors remaining in office are
less than a quorum, they may fill the vacancy by the affirmative vote of a majority of all
the directors remaining in office. (b) If the vacant office was held by a director elected
by a voting group of stockholders, only the holders of stock of that voting group are entitled
to vote to fill the vacancy if it is filled by the stockholders, and only the remaining directors
elected by that voting group, even if less than a quorum, are entitled to fill the vacancy
if it is filled by the directors. (c) A vacancy that will occur at a specific later date (by
reason of a resignation effective at a later date under Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.10.htm - 1K - Match Info - Similar pages
10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-1.40.htm - 4K - Match Info - Similar pages
10A-2A-10.01
Section 10A-2A-10.01 Authority to amend. (a) A corporation may amend its certificate of incorporation
at any time to add or change a provision that is required or permitted in the certificate
of incorporation as of the effective date of the amendment or to delete a provision that is
not required to be contained in the certificate of incorporation. Whether a provision is required
or permitted in the certificate of incorporation is determined as of the effective date of
the amendment. (b) A stockholder of the corporation does not have a vested property right
resulting from any provision in the certificate of incorporation, including provisions relating
to management, control, capital structure, dividend entitlement, or purpose or duration of
the corporation. (Act 2019-94, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.01.htm - 1K - Match Info - Similar pages
10A-2A-1.51
Section 10A-2A-1.51 Filings. (a) If the defective corporate action ratified under this Division
D of Article 1 would have required under any other section of this chapter a filing in accordance
with this chapter, then, regardless of whether a filing was previously made in respect of
such defective corporate action and in lieu of a filing otherwise required by this chapter,
the corporation shall file a certificate of validation in accordance with this section, and
that certificate of validation shall serve to amend or substitute for any other filing with
respect to such defective corporate action required by this chapter. (b) The certificate of
validation must set forth: (1) the defective corporate action that is the subject of the certificate
of validation (including, in the case of any defective corporate action involving the issuance
of putative stock, the number and type of shares of putative stock issued and the date or
dates upon which that putative stock was purported to have...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.51.htm - 3K - Match Info - Similar pages
10A-2A-11.05
Section 10A-2A-11.05 Merger between parent and subsidiary or between subsidiaries. (a) A domestic
or foreign parent entity that owns stock of a corporation which carries at least 90 percent
of the voting power of each class and series of the outstanding stock of that subsidiary corporation
that has voting power may (i) merge that subsidiary corporation into itself (if it is a corporation,
foreign corporation, or eligible entity), (ii) merge that subsidiary corporation into another
corporation, foreign corporation, or eligible entity in which the parent entity owns at least
90 percent of the voting power of each class and series of the outstanding stock or eligible
interests which have voting power, or (iii) merge itself (if it is a corporation, foreign
corporation, or eligible entity) into that subsidiary corporation, in any case without the
approval of the board of directors or stockholders of that subsidiary corporation, unless
the certificate of incorporation or organizational...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.05.htm - 2K - Match Info - Similar pages
11-59-2
Section 11-59-2 Legislative intent; construction of chapter generally. (a) It is the intention
of the Legislature by the passage of this chapter to authorize the incorporation in the several
cities and towns in this state of public corporations for the purpose of owning and operating
and contracting with others for the operation of such facilities as may be specified in the
certificate of incorporation of the corporation or any amendment thereto and to vest such
corporations with all powers that may be necessary to enable them to accomplish any such purpose,
including the power to issue their revenue bonds and to mortgage such properties and pledge
the revenues derived therefrom as security therefor. (b) This chapter shall be liberally construed
in conformity with the said intention. (Acts 1947, No. 231, p. 94, §2.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-59-2.htm - 1K - Match Info - Similar pages
10A-2-6.23
Section 10A-2-6.23 Share dividends. 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, shares may be issued pro rata and without consideration to the corporation's
shareholders of one or more classes or series. An issuance of shares under this subsection
is a share dividend. (b) Shares of one class or series may not be issued as a share dividend
in respect of shares of another class or series unless (1) the articles of incorporation so
authorize, (2) a majority of the votes entitled to be cast by the class or series to be issued
approve the issue, or (3) there are no outstanding shares of the class or series to be issued.
(c) An issuance of shares under this section must also meet the requirements of the Constitution
of Alabama of 1901, as the same may be amended from time to time. (d) If the board of directors
does not fix the record date for determining...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.23.htm - 1K - Match Info - Similar pages
10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in articles of incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth
in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation
formed under this chapter must set forth: (1) The number of shares the corporation is authorized
to issue; (2) The names and addresses of the individuals who are to serve as the initial directors;
and (3) The purpose or purposes for which the corporation is organized, which may be stated
to be or to include the transaction of any lawful business for which corporations may be incorporated
under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent
with law regarding: (i) Reservation to the shareholders of the right to adopt the initial
bylaws of the corporation; (ii) Managing the...
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