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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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.55.htm - 1K - Match Info - Similar pages
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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.53.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.12.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.30.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.43.htm - 3K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.42.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.33.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-5.06.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-10-53.htm - 4K - Match Info - Similar pages
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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