10A-2-7.21
Section 10A-2-7.21 Voting entitlement of shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except
as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise,
each outstanding share, regardless of class, is entitled to one vote on each matter voted
on at a shareholders' meeting. Only shares are entitled to vote. (b) The shares of a corporation
are not entitled to vote if they are owned, directly or indirectly, by a second corporation,
domestic or foreign, and the first corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation, unless a court of competent
jurisdiction determines that the voting of the shares is not for the purpose of perpetuation
of management or other improper purpose. (c) Subsection (b) does not limit the power of a
corporation to vote any shares, including its own shares, held by it...
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11-20-37
Section 11-20-37 Powers generally; location and operation of projects. (a) The corporation
shall have the following powers, together with all powers incidental thereto or necessary
for the performance of those stated in this subsection: (1) To have succession by its corporate
name for the period specified in the certificate of incorporation unless sooner dissolved
as provided in this article; (2) To sue and be sued and to prosecute and defend civil actions
in any court having jurisdiction of the subject matter and of the parties; (3) To have and
to use a corporate seal and to alter the same at pleasure; (4) To acquire, whether by purchase,
construction, exchange, gift, lease or otherwise, improve, maintain, equip and furnish one
or more projects, including all real and personal properties which the board of directors
of the corporation may deem necessary in connection therewith and regardless of whether or
not any such projects or any part thereof shall then be in existence; (5) To...
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37-6-18
Section 37-6-18 Dissolution. (a) A cooperative which has not commenced business may dissolve
voluntarily by delivering to the Secretary of State articles of dissolution, executed and
acknowledged on behalf of the cooperative by a majority of the incorporators, which shall
state: (1) The name of the cooperative; (2) The address of its principal office; (3) The date
of its incorporation; (4) That the cooperative has not commenced business; (5) That the amount,
if any, actually paid in on account of membership fees, less any part thereof disbursed for
necessary expenses, has been returned to those entitled thereto and that all easements shall
have been released to the grantors; (6) That no debt of the cooperative remains unpaid; and
(7) That a majority of the incorporators elect that the cooperative be dissolved. Such articles
of dissolution shall be submitted to the Secretary of State for filing as provided in this
chapter. (b) A cooperative which has commenced business may dissolve...
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45-49-90.07
Section 45-49-90.07 Powers of corporation; location of industrial park. (a) The corporation
shall have all of the following powers, together with all powers incidental thereto or necessary
for the performance of those stated in this subsection: (1) To have succession by its corporate
name for the period specified in the certificate of incorporation unless sooner dissolved
as provided in this part. (2) To sue and be sued and to prosecute and defend civil actions
in any court having jurisdiction of the subject matter and of the parties. (3) To have and
to use a corporate seal and to alter the same at pleasure. (4) To acquire, whether by purchase,
construction, exchange, gift, lease or otherwise, improve, maintain, equip, and furnish one
or more industrial parks, including all real and personal properties which the board of directors
of the corporation may deem necessary in connection therewith and regardless of whether or
not any such industrial parks or any part thereof shall then be in...
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10A-2-7.04
Section 10A-2-7.04 Action without meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided
in the articles of incorporation, action required or permitted by the Constitution of Alabama
of 1901 or by this chapter to be taken at a shareholders' meeting may be taken without a meeting
if the action is taken by all shareholders entitled to vote on the action. The action must
be evidenced by one or more written consents describing the action taken, signed by all the
shareholders entitled to vote on the action, and delivered to the corporation for inclusion
in the minutes or filing with the corporate records. (b) If not otherwise fixed under Section
10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs the consent under subsection (a).
(c) A consent signed under this section has the effect of a...
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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...
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11-54-87
Section 11-54-87 Powers of boards generally; location and operation of projects of boards generally;
meetings of board of directors. (a) The industrial development board shall have the following
powers together with all powers incidental thereto or necessary for the performance of those
stated in this subsection: (1) To have succession by its corporate name for the period specified
in the certificate of incorporation unless sooner dissolved as provided in this article; (2)
To sue and be sued and to prosecute and defend civil actions in any court having jurisdiction
of the subject matter and of the parties; (3) To have and to use a corporate seal and to alter
the same at pleasure; (4) To acquire, whether by purchase, construction, exchange, gift, lease,
or otherwise and to improve, maintain, equip, and furnish one or more projects, including
all real and personal properties which the board of directors of the board may deem necessary
in connection therewith, regardless of whether or not...
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22-21-316
Section 22-21-316 Board of directors; qualifications; election or appointment; terms; vacancies;
reimbursement for expenses; quorum; regular, special and called meetings; waiver of notice;
record of proceedings; use as evidence; removal from office. (a) Each authority shall have
a board of directors composed of the number of directors provided in the certificate of incorporation,
as most recently amended. Unless provided to the contrary in its certificate of incorporation,
all powers of the authority shall be exercised, and the authority shall be governed, by the
board or pursuant to its authorization. Subject to the provisions of subdivision (9) of subsection
(b) of Section 22-21-314, the board shall consist of directors having such qualifications,
being elected or appointed by such person or persons (including, without limitation, the board
itself, the governing body or bodies of one or more authorizing subdivisions or other counties
and municipalities, and other entities or...
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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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11-89A-6
Section 11-89A-6 Board of directors of authority; election; terms of office; vacancies; qualifications;
expenses; meetings; notice and waiver; resolutions; impeachment. (a) Each authority shall
have a board of directors composed of the number of directors provided in the certificate
of incorporation, as most recently amended; provided, however, that in the case of any authority
in existence and incorporated prior to May 11, 1989, the board shall consist of three directors
who shall be elected by the governing body of the determining subdivision for staggered terms
in accordance with the provisions of law as it existed immediately prior to the aforesaid
effective date unless such authority shall otherwise amend its certificate of incorporation
pursuant to the provisions of Section 11-89A-5. Unless provided to the contrary in its certificate
of incorporation, all powers of the authority shall be exercised, and the authority shall
be governed, by the board or pursuant to its...
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