10A-2A-8.55
Section 10A-2A-8.55 Determination and authorization of indemnification. (a) A corporation
may not indemnify a director under Section 10A-2A-8.51 unless authorized for a specific
proceeding after a determination has been made that indemnification is permissible because
the director has met the relevant standard of conduct set forth in Section 10A-2A-8.51.
(b) The determination shall be made: (1) if there are two or more qualified directors, by
the board of directors by a majority vote of all the qualified directors (a majority of whom
shall for that purpose constitute a quorum), or by a majority of the members of a committee
of two or more qualified directors appointed by a majority vote of qualified directors; (2)
by special legal counsel: (i) selected in the manner prescribed in subsection (b)(1); or (ii)
if there are fewer than two qualified directors, selected by the board of directors (in which
selection directors who are not qualified directors may participate); or (3) by the...
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10A-2-8.53
Section 10A-2-8.53 Advance for expenses. REPEALED IN THE 2019 REGULAR SESSION BY ACT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
may pay for or reimburse the reasonable expenses incurred by a director who is a party to
a proceeding in advance of final disposition of the proceeding if: (1) The director furnishes
the corporation a written affirmation of good faith belief that he or she has met the standard
of conduct described in Section 10A-2-8.51; (2) The director furnishes the corporation
a written undertaking, executed personally or on the director's behalf, to repay the advance
if it is ultimately determined that the director did not meet the standard of conduct, or
is not otherwise entitled to indemnification under Section 10A-2-8.51(d), unless indemnification
is approved by the court under Section 10A-2-8.54; (3) A determination is made that
the facts then known to those making the determination would not preclude...
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10A-2A-14.12
Section 10A-2A-14.12 Receivership or custodianship. (a) Unless an election to purchase
has been filed under Section 10A-2A-14.14, a court in a judicial proceeding brought
to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one
or more custodians to manage, the business and affairs of the corporation. The court shall
hold a hearing, after notifying all parties to the proceeding and any interested persons designated
by the court, before appointing a receiver or custodian. The court appointing a receiver or
custodian has jurisdiction over the corporation and all of its property wherever located.
(b) The court may appoint an individual, corporation, foreign corporation, or eligible entity
as a receiver or custodian, which, if a foreign corporation or foreign eligible entity, must
be registered to do business in this state. The court may require the receiver or custodian
to post bond, with or without sureties, in an amount the court directs. (c) The...
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10A-2-8.30
Section 10A-2-8.30 General standards 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 director shall discharge his or her duties as a director, including duties as a member of
a committee: (1) In good faith; (2) With the care an ordinarily prudent person in a like position
would exercise under similar circumstances; and (3) In a manner the director believes to be
in the best interests of the corporation. (b) In discharging his or her duties, a director
is entitled to rely on information, opinions, reports, or statements, including financial
statements and other financial data, if prepared or presented by: (1) One or more officers
or employees of the corporation whom the director reasonably believes to be reliable and competent
in the matters; (2) Legal counsel, public accountants, certified public accountants, or other
persons as to matters the director reasonably believes are within the...
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10A-2A-1.43
Section 10A-2A-1.43 Qualified director. (a) A "qualified director" is a director
who, at the time action is to be taken under: (1) Section 10A-2A-2.02(b)(6), is not
a director (i) to whom the limitation or elimination of the duty of an officer to offer potential
business opportunities to the corporation would apply, or (ii) who has a material relationship
with any other person to whom the limitation or elimination would apply; (2) Section
10A-2A-7.44, does not have (i) a material interest in the outcome of the proceeding, or (ii)
a material relationship with a person who has such an interest; (3) Section 10A-2A-8.53
or Section 10A-2A-8.55, (i) is not a party to the proceeding, (ii) is not a director
as to whom a transaction is a director's conflicting interest transaction or who sought a
disclaimer of the corporation's interest in a business opportunity under Section 10A-2A-8.60,
which transaction or disclaimer is challenged, and (iii) does not have a material relationship
with a...
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10A-2A-8.42
Section 10A-2A-8.42 Standards of conduct for officers. Notwithstanding Division C of
Article 3 of Chapter 1: (a) An officer, when performing in his or her capacity as such, has
the duty to act: (1) in good faith; (2) with the care that a person in a like position would
reasonably exercise under similar circumstances; and (3) in a manner the officer reasonably
believes to be in the best interests of the corporation. (b) The duty of an officer includes
the obligation: (1) to inform the superior officer to whom, or the board of directors or the
board committee to which, the officer reports of information about the affairs of the corporation
known to the officer, within the scope of the officer's functions, and known to the officer
to be material to that superior officer, board of directors or board committee; and (2) to
inform his or her superior officer, or another appropriate person within the corporation,
or the board of directors, or a board committee, of any actual or probable...
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10A-2-8.33
Section 10A-2-8.33 Liability for unlawful distributions. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless he or she complies with the applicable standards of conduct described in Section
10A-2-8.30, a director who votes for or assents to a distribution made in violation of this
chapter or the articles of incorporation is personally liable to the corporation for the amount
of the distribution that exceeds what could have been distributed without violating this chapter
or the articles of incorporation. (b) A director held liable for an unlawful distribution
under subsection (a) is entitled to contribution: (1) From every other director who voted
for or assented to the distribution without complying with the applicable standards of conduct
described in Section 10A-2-8.30, and (2) From each shareholder for the amount the shareholder
accepted knowing the distribution was made in violation of this chapter or...
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10A-3-5.06
Section 10A-3-5.06 Merger or consolidation of domestic and foreign nonprofit corporations.
(a) One or more foreign nonprofit corporations and one or more domestic nonprofit corporations
may be merged or consolidated in the following manner, if the merger or consolidation is permitted
by the laws of the state under which each foreign nonprofit corporation is organized: (1)
Each domestic nonprofit corporation shall comply with the provisions of this title with respect
to the merger or consolidation, as the case may be, of domestic nonprofit corporations and
each foreign nonprofit corporation shall comply with the applicable provisions of the laws
of the state under which it is organized. (2) If the surviving or new nonprofit corporation,
as the case may be, is to be governed by the laws of any state other than Alabama, it shall
comply with the provisions of this title with respect to foreign entities if it is to conduct
affairs in Alabama, and in every case it shall be deemed to have...
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41-10-53
Section 41-10-53 Authority and procedure for incorporation of authority; members, officers
and directors of authority; reduction to writing, recordation and admissibility in evidence
of proceedings of board of directors. (a) The Director of Finance, the Secretary of the Alabama
Department of Commerce, the State Treasurer and the Executive Secretary to the Governor are
hereby authorized to become a corporation, with the powers and authorities provided for in
this article, by proceeding according to the provisions hereinafter outlined in this article.
To become a corporation, the Director of Finance, the Secretary of the Alabama Department
of Commerce, the State Treasurer and the Executive Secretary to the Governor shall present
to the Secretary of State of Alabama an application signed by them which shall set forth:
(1) The name, official designation and official residence of each of the applicants, together
with a certified copy of the commission evidencing each applicant's right to...
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10A-2A-17.01
Section 10A-2A-17.01 Application of Article 17; definitions. (a) A corporation electing
to become a benefit corporation under this article in the manner prescribed in this article
is subject in all respects to the provisions of this chapter, except to the extent this article
imposes additional or different requirements, in which case those requirements apply. The
inclusion of a provision in this article does not imply that a contrary or different rule
of law applies to a corporation that is not a benefit corporation. This article does not affect
a statute or rule of law that applies to a corporation that is not a benefit corporation.
(b) As used in this article: (1) BENEFIT CORPORATION means a corporation that includes in
its certificate of incorporation a statement that the corporation is subject to this article.
(2) PUBLIC BENEFIT means a positive effect, or reduction of negative effects, on one or more
communities or categories of persons (other than stockholders solely in their...
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