10A-4-3.03
Section 10A-4-3.03 Liability generally. (a) Every individual who renders professional services
as an employee of a domestic or professional corporation shall be liable for any negligent
or wrongful act or omission in which he or she personally participates to the same extent
as if he or she rendered the services as a sole practitioner. (b) The personal liability of
a shareholder, employee, director, or officer of a domestic professional corporation, other
than a nonprofit corporation, shall be no greater in any respect than that of a shareholder,
employee, director, or officer of a corporation organized under the Alabama Business Corporation
Law. (c) The personal liability of a member, employee, director, or officer of a domestic
nonprofit professional corporation shall be no greater in any respect than that of a member,
employee, director, or officer of a corporation organized under the Alabama Nonprofit Corporation
Law. (d) The personal liability of a shareholder, member, employee,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-4-3.03.htm - 1K - Match Info - Similar pages

23-6-4
Section 23-6-4 Proceeding to incorporate. To become a corporation, the Director of Transportation,
the State Treasurer, and the Director of Finance 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 office; (2) The date on which each applicant was inducted
into office and the term of office of each of the applicants; (3) The name of the proposed
corporation, which shall be Alabama Industrial Access Road and Bridge Corporation; (4) The
location of the principal office of the proposed corporation, which shall be Montgomery, Alabama;
and (5) Any other matter relating to the incorporation which the applicants may choose to
insert and which is not inconsistent with this chapter or the laws of the State of Alabama.
The application shall be subscribed and sworn to by each...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/23-6-4.htm - 1K - Match Info - Similar pages

10A-2-8.56
Section 10A-2-8.56 Indemnification of officers, employees, and agents. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) An officer of a corporation who is not a director is entitled to mandatory
indemnification under Section 10A-2-8.52, and is entitled to apply for court-ordered indemnification
under Section 10A-2-8.54, in each case to the same extent as a director. (b) A corporation
may indemnify and may advance expenses under this division to an officer, employee, or agent
of the corporation who is not a director to the same extent as to a director. (Acts 1994,
No. 94-245, p. 343, §1; §10-2B-8.56; amended and renumbered by Act 2009-513, p. 967, §124.)...

alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.56.htm - 1K - Match Info - Similar pages

10A-3-2.42
Section 10A-3-2.42 Loans to directors and officers prohibited. No loans shall be made by a
nonprofit corporation to its directors or officers. Any director or officer who assents to
or participates in the making of any loan shall be liable to the nonprofit corporation for
the amount of the loan until the repayment thereof. (Acts 1984, No. 84-290, p. 502, §30;
§10-3A-45; amended and renumbered by Act 2009-513, p. 967, §176.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-2.42.htm - 746 bytes - Match Info - Similar pages

10A-1-7.21
Section 10A-1-7.21 Transaction of business without registration; generally. (a) A foreign entity
transacting business in this state, except a corporation or other organization formed pursuant
to federal law, may not maintain any action, suit, or proceeding in any court of this state
until it has registered in this state. (b) The failure of a foreign entity to register in
this state does not impair the validity of any contract or act of the foreign entity or prevent
the foreign entity from defending any action, suit, or proceeding in any court of this state.
(c) A foreign entity, by transacting business in this state without registration, shall be
deemed to consent to service of process with respect to causes of action arising out of business
transacted in this state, or to service of any notice or demand required or permitted by law,
by registered mail addressed to the foreign entity at the office required to be maintained
in the state or other jurisdiction where it is organized, or,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-1-7.21.htm - 2K - Match Info - Similar pages

10A-17-1.14
Section 10A-17-1.14 Summons and complaint; service on whom. In an action or proceeding against
a nonprofit association, a summons and complaint shall be served on an agent authorized by
appointment in Section 10A-17-1.11 herein to receive service of process, or on an officer,
managing or general agent, or person authorized to participate in the management of its affairs,
or in any manner otherwise provided in the Alabama Rules of Civil Procedure. If after reasonable
efforts to accomplish service through these methods, service cannot be accomplished, then
service may be made on a member of the association. (Acts 1995, No. 95-527, p. 1064, §14;
§10-3B-14; amended and renumbered by Act 2009-513, p. 967, §320.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-17-1.14.htm - 1K - Match Info - Similar pages

10A-3-2.05
Section 10A-3-2.05 Voting of members. (a) The right of the members, or any class or classes
of members, to vote may be limited, enlarged or denied to the extent specified in the nonprofit
corporation's governing documents. Unless so limited, enlarged or denied, each member, regardless
of class, shall be entitled to one vote on each matter submitted to a vote of members. (b)
A member entitled to vote may vote in person or, unless the nonprofit corporation's governing
documents otherwise provide, may vote by proxy executed in writing by the member, or by his
or her duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the
date of its execution, unless otherwise provided in the proxy. Where directors or officers
are to be elected by members, the bylaws may provide that the elections may be conducted by
mail. (c) The governing documents of a nonprofit corporation may provide that in all elections
of directors every member entitled to vote shall have the right to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-2.05.htm - 1K - Match Info - Similar pages

10A-2A-8.31
Section 10A-2A-8.31 Standards of liability for directors. Notwithstanding Division C of Article
3 of Chapter 1: (a) A director shall not be liable to the corporation or its stockholders
for any decision to take or not to take action, or any failure to take any action, as a director,
unless the party asserting liability in a proceeding establishes that: (1) no defense interposed
by the director based on (i) any provision in the certificate of incorporation authorized
by Section 10A-2A-2.02(b)(4) or by Section 10A-2A-2.02(b)(6), or (ii) the protection afforded
by Section 10A-2A-8.60, precludes liability; and (2) the challenged conduct consisted or was
the result of: (i) action not in good faith; or (ii) a decision (A) which the director did
not reasonably believe to be in the best interests of the corporation, or (B) as to which
the director was not informed to an extent the director reasonably believed appropriate in
the circumstances; or (iii) a lack of objectivity due to the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.31.htm - 4K - Match Info - Similar pages

10A-3-2.07
Section 10A-3-2.07 Greater voting requirements. Whenever, with respect to any action to be
taken by the members or directors of a nonprofit corporation, the governing documents of the
nonprofit corporation require the vote or concurrence of a greater proportion of the directors
or members or any class of members than required by this title or this chapter, the provisions
of the governing documents shall control. (Acts 1984, No. 84-290, p. 502, §18; §10-3A-33;
amended and renumbered by Act 2009-513, p. 967, §171.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-2.07.htm - 837 bytes - Match Info - Similar pages

10A-3-7.11
Section 10A-3-7.11 Procedure in liquidation of corporation by court. (a) In proceedings to
liquidate the assets and affairs of a nonprofit corporation, the court shall have the power
to issue restraining orders or injunctions, to appoint a receiver or receivers pendente lite,
with the powers and duties as the court, from time to time, may direct, and to take other
proceedings as may be requisite to preserve the corporate assets wherever situated, and carry
on the affairs of the nonprofit corporation until a full hearing can be had. (b) After a hearing
had upon the notice as the court may direct to be given to all parties to the proceedings
and to any other parties in interest designated by the court, the court may appoint a liquidating
receiver or receivers with authority to collect the assets of the nonprofit corporation. The
liquidating receiver or receivers shall have authority, subject to the order of the court,
to sell, convey, and dispose of all or any part of the assets of the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-7.11.htm - 4K - Match Info - Similar pages