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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.04.htm - 4K - Match Info - Similar pages
10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this
chapter, unless otherwise specified or unless the context otherwise requires, the following
terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and
series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER
means a person who owns the beneficial interest in stock, which is either a record stockholder
or a person on whose behalf shares of stock are registered in the name of an intermediary
or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described
in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other
documents permitted or required to be delivered for filing by a corporation with the Secretary
of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace
the certificate of incorporation. After an amendment of the certificate...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.40.htm - 13K - Match Info - Similar pages
10A-2A-14.02
Section 10A-2A-14.02 Dissolution by board of directors and stockholders. (a) The board of directors
may propose dissolution for submission to the stockholders by first adopting a resolution
authorizing the dissolution. (b) For a proposal to dissolve to be adopted, it shall then be
approved by the stockholders. In submitting the proposal to dissolve to the stockholders for
approval, the board of directors shall recommend that the stockholders approve the dissolution,
unless (i) the board of directors determines that because of conflict of interest or other
special circumstances it should make no recommendation or (ii) Section 10A-2A-8.26 applies.
If either (i) or (ii) applies, the board of directors shall inform the stockholders of the
basis for its so proceeding. (c) The board of directors may set conditions for the approval
of the proposal for dissolution by stockholders or the effectiveness of the dissolution. (d)
If the approval of the stockholders is to be given at a meeting, the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.02.htm - 2K - Match Info - Similar pages
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-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation
that is a constituent organization or the acquired entity in a stock exchange, the plan of
merger or stock exchange shall be adopted in the following manner: (a) The plan of merger
or stock exchange shall first be adopted by the board of directors. (b) Except as provided
in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock
exchange shall then be approved by the stockholders. In submitting the plan of merger or stock
exchange to the stockholders for approval, the board of directors shall recommend that the
stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2),
that the stockholders tender their stock to the offeror in response to the offer, 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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-11.04.htm - 11K - 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, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.06.htm - 1K - 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
10A-2A-13.20
Section 10A-2A-13.20 Notice of appraisal rights. (a) Where any corporate action specified in
Section 10A-2A-13.02(a) is to be submitted to a vote at a stockholders' meeting, the meeting
notice (or where no approval of the corporate action is required pursuant to Section 10A-2A-11.04(j),
the offer made pursuant to Section 10A-2A-11.04(j)), must state that the corporation has concluded
that appraisal rights are, are not, or may be available under this Article 13. If the corporation
concludes that appraisal rights are or may be available, a copy of this Article 13 must accompany
the meeting notice or offer sent to those record stockholders entitled to exercise appraisal
rights. (b) In a merger pursuant to Section 10A-2A-11.05, the parent entity shall notify in
writing all record stockholders of the subsidiary who are entitled to assert appraisal rights
that the corporate action became effective. The notice shall be sent within 10 days after
the corporate action became effective and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.20.htm - 3K - Match Info - Similar pages
10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-8.02.htm - 17K - Match Info - Similar pages
10A-2A-17.05
Section 10A-2A-17.05 Annual benefit report. (a) No less than annually, a benefit corporation
shall prepare a benefit report addressing the efforts of the corporation during the preceding
year to operate in a responsible and sustainable manner, to pursue any public benefit or benefits
identified in any public benefit provision, and to consider the interests described in Section
10A-2A-17.04(b). The annual benefit report must include: (1) the objectives that the board
of directors has established for the corporation to operate in a responsible and sustainable
manner, to pursue the public benefit or benefits identified in any public benefit provision,
and to consider the interests described in Section 10A-2A-17.04(b); (2) the standards the
board of directors has adopted to measure the corporation's progress in operating in a responsible
and sustainable manner, in pursuing the public benefit or benefits identified in any public
benefit provision, and in considering the interests described...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.05.htm - 3K - Match Info - Similar pages
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