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 REPEALED IN THE 2019 REGULAR SESSION BY ACT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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10A-2A-13.22
Section 10A-2A-13.22 Appraisal notice and form. (a) If a corporate action requiring appraisal
rights under Section 10A-2A-13.02(a) becomes effective, the corporation shall deliver a written
appraisal notice and form required by subsection (b) to all stockholders who satisfy the requirements
of Section 10A-2A-13.21(a), (b), or (c). In the case of a merger under Section 10A-2A-11.05,
the parent shall deliver an appraisal notice and form to all record stockholders who may be
entitled to assert appraisal rights. (b) The appraisal notice shall be delivered no earlier
than the date the corporate action specified in Section 10A-2A-13.02(a) became effective,
and no later than 10 days after that date, and must: (1) supply a form that (i) specifies
the first date of any announcement to stockholders made before the date the corporate action
became effective of the principal terms of the proposed corporate action, (ii) if the announcement
was made, requires the stockholder asserting appraisal...
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10A-2-10.03
Section 10A-2-10.03 Amendment by board of directors and shareholders. REPEALED IN THE 2019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's board of directors may propose one or more amendments to the
articles of incorporation for submission to the shareholders. (b) For the amendments to be
adopted: (1) The board of directors must recommend the amendment to the shareholders unless
the board of directors determines that because of conflict of interest or other special circumstances
it should make no recommendation and communicates the basis for its determination to the shareholders
with the amendment; and (2) The shareholders entitled to vote on the amendment must approve
the amendment as provided in subsection (e). (c) Subject to the corporation's articles of
incorporation, the board of directors may condition its submission of the proposed amendment
on any basis, except that the board of directors may not...
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10A-2-10.07
Section 10A-2-10.07 Restated 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)
A corporation's board of directors may restate its articles of incorporation at any time with
or without shareholder action. (b) The restatement may include one or more amendments to the
articles. If the restatement includes an amendment requiring shareholder approval, it must
be adopted as provided in Section 10A-2-10.03. (c) If the board of directors submits a restatement
for shareholder action, the corporation shall notify each shareholder, whether or not entitled
to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The
notice must also state that the purpose, or one of the purposes, of the meeting is to consider
the proposed restatement that identifies any amendment or other change it would make in the
articles. (d) A corporation restating its articles of incorporation...
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10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting a plan of
merger or share exchange, the board of directors of each corporation party to the merger,
and the board of directors of the corporation whose shares will be acquired in the share exchange,
shall submit the plan of merger, except as provided in subsection (g), or share exchange for
approval by its shareholders. (b) For a plan of merger or share exchange to be approved: (1)
The board of directors must recommend the plan of merger or share exchange to the shareholders,
unless the board of directors determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates the basis for its determination
to the shareholders with the plan; and (2) The shareholders entitled to vote must approve
the plan. (c) Subject to the corporation's articles of...
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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-1-8.02
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 corporation that is a party to the merger
providing for less than unanimous stockholder approval for the conversion. b. In the case
of a nonprofit corporation that is a party to the merger, a plan of merger must be approved
by all the nonprofit corporation's members entitled to vote thereon, if it is a nonprofit
corporation with members with voting rights, or as otherwise provided...
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10A-2-12.02
Section 10A-2-12.02 Sale of assets other than in regular course of business. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as
the same may be amended from time to time, a corporation may sell, lease, exchange, or otherwise
dispose of all, or substantially all, of its property, with or without the good will, otherwise
than in the usual and regular course of business on the terms and conditions and for the consideration
determined by the corporation's board of directors, if the board of directors proposes and
its shareholders approve the proposed transaction. (b) For a transaction to be authorized:
(1) The board of directors must recommend the proposed transaction to the shareholders unless
the board of directors determines that because of a conflict of interest or other special
circumstances it should make no recommendation and communicates...
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10A-2-13.21
Section 10A-2-13.21 Notice of intent to demand payment. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
If proposed corporate action creating dissenters' rights under Section 10A-2-13.02 is submitted
to a vote at a shareholder's meeting, a shareholder who wishes to assert dissenters' rights
(1) must deliver to the corporation before the vote is taken written notice of his or her
intent to demand payment or his or her shares if the proposed action is effectuated; and (2)
must not vote his or her shares in favor of the proposed action. (b) A shareholder who does
not satisfy the requirements of subsection (a) is not entitled to payment for his or her shares
under this article. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.21; amended and renumbered
by Act 2009-513, p. 967, §141.)...
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10A-2A-6.01
Section 10A-2A-6.01 Authorized stock. (a) The certificate of incorporation must set forth any
classes of stock and series of stock within a class, and the number of shares of stock of
each class and series, that the corporation is authorized to issue. If more than one class
or series of stock is authorized, the certificate of incorporation must prescribe a distinguishing
designation for each class or series and, before the issuance of stock of a class or series,
describe the terms, including the preferences, rights, and limitations, of that class or series.
Except to the extent varied as permitted by this section, all shares of stock of a class or
series must have terms, including preferences, rights, and limitations, that are identical
with those of other shares of stock of the same class or series. (b) The certificate of incorporation
must authorize: (1) one or more classes or series of stock that together have full voting
rights, and (2) one or more classes or series of stock (which...
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