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10A-2A-8.06
Section 10A-2A-8.06 Staggered terms for directors. The certificate of incorporation may provide
for staggering the terms of directors by dividing the total number of directors into two or
three groups, with each group containing half or one-third of the total, as near as may be
practicable. In that event, the terms of directors in the first group expire at the first
annual stockholders' meeting after their election, the terms of the second group expire at
the second annual stockholders' meeting after their election, and the terms of the third group,
if any, expire at the third annual stockholders' meeting after their election. At each annual
stockholders' meeting held thereafter, directors shall be elected for a term of two years
or three years, as the case may be, to succeed those whose terms expire. (Act 2019-94, §1.)...
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10A-2-10.21
Section 10A-2-10.21 Bylaw increasing quorum or voting requirement for shareholders. REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) If authorized by the articles of incorporation, the shareholders may
adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders,
or voting groups of shareholders, than is required by this chapter. The adoption or amendment
of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders
must meet the same quorum requirement and be adopted by the same vote and voting groups required
to take action under the quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater. (b) A bylaw that fixes a greater quorum or voting requirement for shareholders
under subsection (a) may not be adopted, amended, or repealed by the board of directors. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-10.21;...
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10A-2A-7.20
Section 10A-2A-7.20 Stockholders' list for meeting. (a) After fixing a record date for a meeting,
a corporation shall prepare an alphabetical list of the names of all its stockholders who
are entitled to notice of a stockholders' meeting. If the board of directors fixes a different
record date under Section 10A-2A-7.07(e) to determine the stockholders entitled to vote at
the meeting, a corporation also shall prepare an alphabetical list of the names of all its
stockholders who are entitled to vote at the meeting. A list must be arranged by voting group
(and within each voting group by class or series of stock) and show the address of and number
of shares of stock held by each stockholder. If the corporation has an electronic mail address
for a stockholder and the corporation uses that electronic mail address to send notices and
other communications to that stockholder, then the corporation shall include that electronic
mail address on the stockholders' list. (b) The stockholders' list...
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11-3-7
Section 11-3-7 Quorum. A majority of members serving on a county commission shall constitute
a quorum. A judge of probate or chair elected countywide shall be considered a member of the
county commission for purposes of determining a quorum. No ordinance, resolution, policy,
or motion shall be voted on and approved by a county commission unless a quorum is present
in the meeting chamber while the vote is taken and the matter is approved by an affirmative
vote of the majority of the members present and voting, unless otherwise required by Alabama
law. (Code 1852, §700; Code 1867, §828; Code 1876, §742; Code 1886, §822; Code 1896, §954;
Code 1907, §309; Code 1923, §6751; Code 1940, T. 12, §8; Acts 1980, No. 80-808, p. 1663;
Act 2007-488, p. 1037, §1.)...
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10A-2-10.22
Section 10A-2-10.22 Bylaw increasing quorum or voting requirement for directors. REPEALED IN
THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) A bylaw that fixes a greater quorum or voting requirement for the board
of directors may be amended or repealed: (1) If originally adopted by the shareholders, only
by the shareholders; (2) If originally adopted by the board of directors, either by the shareholders
or by the board of directors. (b) A bylaw adopted or amended by the shareholders that fixes
a greater quorum or voting requirement for the board of directors may provide that it may
be amended or repealed only by a specified vote of either the shareholders or the board of
directors. (c) Action by the board of directors under subsection (a)(2) to adopt or amend
a bylaw that changes the quorum or voting requirement for the board of directors must meet
the same quorum requirement and be adopted by the same vote required to...
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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-8.04
Section 10A-2A-8.04 Election of directors by certain classes or series of stock. If the certificate
of incorporation or action by the board of directors pursuant to Section 10A-2A-6.02 authorizes
dividing the stock into classes or series, the certificate of incorporation may also authorize
the election of all or a specified number of directors by the holders of one or more authorized
classes or series of stock. A class or series (or multiple classes or series) of stock entitled
to elect one or more directors is a separate voting group for purposes of the election of
directors. (Act 2019-94, §1.)...
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10A-2-10.04
Section 10A-2-10.04 Voting on amendments by voting groups. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
The holders of the outstanding shares of a class are entitled to vote as a separate voting
group, if shareholder voting is otherwise required by this chapter, on a proposed amendment
if the amendment would: (1) Increase or decrease the aggregate number of authorized shares
of the class; (2) Effect an exchange or reclassification of all or part of the shares of the
class into shares of another class; (3) Effect an exchange or reclassification, or create
the right of exchange, of all or part of the shares of another class into shares of the class;
(4) Change the designation, rights, preferences, or limitations of all or part of the shares
of the class; (5) Change the shares of all or part of the class into a different number of
shares of the same class; (6) Create a new class of shares having rights or...
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10A-2-7.07
Section 10A-2-7.07 Record date. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The bylaws may fix or provide
the manner of fixing the record date for one or more voting groups in order to determine the
shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action. If the bylaws do not fix or provide for fixing a record
date, the board of directors of the corporation may fix a future date as 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 shareholders. (c) A determination of shareholders entitled
to notice of or to vote at a shareholders' meeting is effective for any adjournment of the
meeting unless the board of directors fixes a new record date, which it must do if the meeting
is adjourned to a date more than 120 days after the date fixed for the...
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10A-2-8.21
Section 10A-2-8.21 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) Unless the articles
of incorporation or bylaws provide otherwise, action required or permitted by this chapter
to be taken at a board of directors' meeting may be taken without a meeting if the action
is taken by all members of the board. The action must be evidenced by one or more written
consents describing the action taken, signed by each director, and included in the minutes
or filed with the corporate records reflecting the action taken. (b) Action taken under this
section is effective when the last director signs the consent, unless the consent specifies
a different effective date. (c) A consent signed under this section has the effect of a meeting
vote and may be so described in any document. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.21;
amended and renumbered by Act 2009-513, p. 967, §118.)...
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