10A-2A-8.26
Section 10A-2A-8.26 Submission of matters for stockholder vote. A corporation may agree to
submit a matter to a vote of its stockholders even if, after approving the matter, the board
of directors determines it no longer recommends the matter. (Act 2019-94, §1.)...
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10A-2A-17.06
Section 10A-2A-17.06 Rights of action. (a) Except in a proceeding authorized under Section
10A-2A-17.05(c) or this section, no person other than the corporation, or a stockholder in
the right of the corporation pursuant to subsection (b), may bring an action or assert a claim
with respect to the violation of any duty applicable to a benefit corporation or any of its
directors under this article. (b) Except for a proceeding brought under Section 10A-2A-17.05(c),
a proceeding by a stockholder of a benefit corporation claiming violation of any duty applicable
to a benefit corporation or any of its directors under this article: (1) must be brought in
a derivative proceeding pursuant to Division D of Article 7 of this chapter; and (2) may be
brought only by a stockholder of the benefit corporation that at the time of the act or omission
complained of either individually, or together with other stockholders bringing such action
collectively, owned directly or indirectly at least five percent...
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10A-2A-7.23
Section 10A-2A-7.23 Stock held by intermediaries and nominees. (a) A corporation's board of
directors may establish a procedure under which a person on whose behalf stock is registered
in the name of an intermediary or nominee may elect to be treated by the corporation as the
record stockholder by filing with the corporation a beneficial ownership certificate. The
terms, conditions, and limitations of this treatment shall be specified in the procedure.
To the extent that person is treated under those procedures as having rights or privileges
that the record stockholder otherwise would have, the record stockholder shall not have those
rights or privileges. (b) The procedure must specify: (1) the types of intermediaries or nominees
to which it applies; (2) the rights or privileges that the corporation recognizes in a person
with respect to whom a beneficial ownership certificate is filed; (3) the manner in which
the procedure is selected which must include that the beneficial ownership...
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6-6-414
Section 6-6-414 Unpaid subscription of stock. Any creditor of a corporation may, by garnishment,
subject the unpaid subscription of any stockholder in such corporation to the payment of its
debts, without regard to whether the corporation can commence an action against the stockholder
for such subscription or not. (Code 1852, §2472; Code 1867, §2893; Code 1876, §3220; Code
1886, §2972; Code 1896, §2182; Code 1907, §4311; Code 1923, §8062; Code 1940, T. 7, §1006.)...

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10A-2A-13.23
Section 10A-2A-13.23 Perfection of rights; right to withdraw. (a) A stockholder who receives
notice pursuant to Section 10A-2A-13.22 and who wishes to exercise appraisal rights shall
sign and return the form sent by the corporation and, in the case of certificated stock, deposit
the stockholder's certificates in accordance with the terms of the notice by the date referred
to in the notice pursuant to Section 10A-2A-13.22(b)(2)(ii). In addition, if applicable, the
stockholder shall certify on the form whether the beneficial owner of the stock acquired beneficial
ownership of the stock before the date required to be set forth in the notice pursuant to
Section 10A-2A-13.22(b)(1)(i). If a stockholder fails to make this certification, the corporation
may elect to treat the stockholder's stock as after-acquired stock under Section 10A-2A-13.25.
Once a stockholder deposits the certificates or, in the case of uncertificated stock, returns
the signed forms, that stockholder loses all rights as...
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10A-2A-1.52
Section 10A-2A-1.52 Judicial proceedings regarding validity of corporate actions. (a) Upon
application by the corporation, any successor entity to the corporation, a director of the
corporation, any stockholder, beneficial stockholder or unrestricted voting trust beneficial
owner of the corporation, including any stockholder, beneficial stockholder or unrestricted
voting trust beneficial owner as of the date of the defective corporate action ratified under
Section 10A-2A-1.47, or any other person claiming to be substantially and adversely affected
by a ratification under Section 10A-2A-1.47, the designated court, and if none, the circuit
court for the county in which the corporation's principal office is located in this state,
and if none in this state, the circuit court for the county in which the corporation's most
recent registered office, is located, may: (1) determine the validity and effectiveness of
any corporate action or defective corporate action; (2) determine the validity...
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10A-2A-13.26
Section 10A-2A-13.26 Procedure if stockholder dissatisfied with payment or offer. (a) A stockholder
paid pursuant to Section 10A-2A-13.24 who is dissatisfied with the amount of the payment shall
notify the corporation in writing of that stockholder's estimate of the fair value of the
stock and demand payment of that estimate (less any payment under Section 10A-2A-13.24) plus
interest. A stockholder offered payment under Section 10A-2A-13.25 who is dissatisfied with
that offer shall reject the offer and demand payment of the stockholder's stated estimate
of the fair value of the stock plus interest. (b) A stockholder who fails to notify the corporation
in writing of that stockholder's demand to be paid the stockholder's stated estimate of the
fair value plus interest under subsection (a) within 30 days after receiving the corporation's
payment or offer of payment under Section 10A-2A-13.24 or Section 10A-2A-13.25, respectively,
waives the right to demand payment under this section and...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
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 converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-2A-10.05
Section 10A-2A-10.05 Amendment by board of directors. Unless the certificate of incorporation
provides otherwise, a corporation's board of directors may adopt amendments to the corporation's
certificate of incorporation without stockholder approval: (a) to extend the duration of the
corporation if it was incorporated at a time when limited duration was required by law; (b)
to delete the names and addresses of the incorporators or initial directors; (c) to delete
the name and address of the initial registered agent or registered office, if a statement
of change is on file with the Secretary of State; (d) if the corporation has only one class
of stock outstanding: (1) to change each issued and unissued authorized share of stock of
the class into a greater number of whole shares of stock of that class; or (2) to increase
the number of authorized shares of stock of the class to the extent necessary to permit the
issuance of stock as a stock dividend; (e) to change the corporate name,...
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10A-2A-11.03
Section 10A-2A-11.03 Stock exchange. (a) By complying with this Article 11: (1) a corporation
may acquire all of the stock of one or more classes or series of stock, of another corporation
or foreign corporation, in exchange for stock or other securities, obligations, rights to
acquire stock or other securities, cash, other property, or any combination of the foregoing,
pursuant to a plan of stock exchange; or (2) all of the stock of one or more classes or series
of stock of a corporation may be acquired by another corporation or foreign corporation, in
exchange for stock or other securities, obligations, rights to acquire stock or other securities,
cash, other property, or any combination of the foregoing, pursuant to a plan of stock exchange.
(b) A foreign corporation may be the acquired entity in a stock exchange only if the stock
exchange is permitted by the governing statute of that foreign corporation. (c) The plan of
stock exchange must include: (1) the name of each corporation...
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