10A-2A-1.41
Section 10A-2A-1.41 Notice and other communications. (a) A notice under this chapter must be in writing unless oral notice is reasonable in the circumstances. Unless otherwise agreed between the sender and the recipient, words in a notice or other communication under this chapter must be in English. (b) A notice or other communication may be given by any method of delivery, except that electronic transmissions must be in accordance with this section. If the methods of delivery are impracticable, a notice or other communication may be given by means of a broad non-exclusionary distribution to the public (which may include a newspaper of general circulation in the area where published; radio, television, or other form of public broadcast communication; or other methods of distribution that the corporation has previously identified to its stockholders). (c) A notice or other communication to a corporation or to a foreign corporation registered to do business in this state may be delivered...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.41.htm - 6K - Match Info - Similar pages
10A-2A-7.07
Section 10A-2A-7.07 Record date for meeting. (a) The certificate of incorporation or bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups to determine the stockholders entitled to notice of a stockholders' meeting, to demand a special meeting, to vote, or to take any other action. If the certificate of incorporation or bylaws do not fix or provide for fixing a record date, the board of directors may fix the record date. (b) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of stockholders and may not be retroactive. (c) A determination of stockholders entitled to notice of or to vote at a stockholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. (d) If a court orders a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.07.htm - 2K - Match Info - Similar pages
10A-2A-7.01
Section 10A-2A-7.01 Annual meetings. (a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by Section 10A-2A-7.04, a corporation shall hold a meeting of stockholders annually at a time stated in or fixed in accordance with the certificate of incorporation or bylaws at which directors shall be elected. (b) Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with Section 10A-2A-7.09(c), annual meetings may be held (i) in or out of this state at the place stated in or fixed in accordance with the certificate of incorporation or bylaws or (ii) if no place is stated in or fixed in accordance with the certificate of incorporation or bylaws, at the corporation's principal office. (c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's certificate of incorporation or bylaws does not affect the validity of any corporate action. (Act 2019-94,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.01.htm - 1K - Match Info - Similar pages
10A-2A-7.06
Section 10A-2A-7.06 Waiver of notice. (a) A stockholder may waive any notice required by this chapter or the certificate 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 stockholder entitled to the notice, and be delivered to the corporation for filing by the corporation with the minutes or corporate records. (b) A stockholder's attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (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 stockholder objects to considering the matter when it is presented. (Act 2019-94, ยง1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.06.htm - 1K - Match Info - Similar pages
40-27-1
Section 40-27-1 Compact adopted; terms. The following Multistate Tax Compact is hereby approved, adopted and enacted into law by the State of Alabama: Multistate Tax Compact Article I. Purposes. The purposes of this compact are to: 1. Facilitate proper determination of state and local tax liability of multistate taxpayers, including the equitable apportionment of tax bases and settlement of apportionment disputes. 2. Promote uniformity or compatibility in significant components of tax systems. 3. Facilitate taxpayer convenience and compliance in the filing of tax returns and in other phases of tax administration. 4. Avoid duplicative taxation. Article II. Definitions. As used in this compact: 1. "State" means a state of the United States, the District of Columbia, the Commonwealth of Puerto Rico, or any territory or possession of the United States. 2. "Subdivision" means any governmental unit or special district of a state. 3. "Taxpayer" means any corporation, partnership, firm,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/40-27-1.htm - 42K - Match Info - Similar pages
10A-2A-2.06
Section 10A-2A-2.06 Emergency bylaws. (a) Unless the certificate of incorporation provides otherwise, the board of directors 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 stockholders, 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 not inconsistent 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 the emergency bylaws: (1) binds the corporation; and (2) may not be used to impose liability on a director, officer, employee, or agent of the corporation. (d) An emergency exists for purposes of this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.06.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.04.htm - 4K - Match Info - Similar pages
10A-2A-8.24
Section 10A-2A-8.24 Quorum and voting. (a) Unless the certificate of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the certificate of incorporation or bylaws. (b) The quorum of the board of directors specified in or fixed in accordance with the certificate of incorporation or bylaws may not consist of less than one-third of the specified or fixed number of directors. (c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the certificate of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter. (d) A director who is present at a meeting of the board of directors or a committee when corporate action is taken is deemed to have...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.24.htm - 1K - Match Info - Similar pages
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-7.05
Section 10A-2A-7.05 Notice of meeting. (a) A corporation shall notify stockholders of the place, if any, date, and time of each annual and special stockholders' meeting no fewer than 10 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to Section 10A-2A-7.09 for holders of any class or series of stock, the notice to the holders of that class or series of stock must describe the means of remote communication to be used. The notice must include the record date for determining the stockholders entitled to vote at the meeting, if that date is different from the record date for determining stockholders entitled to notice of the meeting. Unless this chapter or the certificate of incorporation requires otherwise, the corporation is required to give notice only to stockholders entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. (b)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.05.htm - 2K - Match Info - Similar pages
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