10A-30-2.11
Section 10A-30-2.11 Shareholders' agreements; applicable to corporations formed as close corporations
or electing close corporation status prior to January 1, 1995. No written agreement among
shareholders of a close corporation, nor any provision of the governing documents of the corporation,
which agreement or provision relates to any phase of the affairs of such corporation, including
but not limited to the management of its business or declaration and payment of dividends
or other division of profits or the election of directors or officers or the employment of
shareholders by the corporation or the arbitration of disputes, shall be invalid on the ground
that it is an attempt by the parties to the agreement or by the shareholders of the corporation
to treat the corporation as if it were a partnership or to arrange relations among the shareholders
or between the shareholders and the corporation in a manner that would be appropriate only
among partners. (Acts 1980, No. 80-633, p....
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10A-30-2.06
Section 10A-30-2.06 Corporate option where a restriction on transfer of shares is held invalid;
applicable to corporations formed as close corporations or electing close corporation status
prior to January 1, 1995. If a restriction on transfer of shares of a close corporation is
held not to be authorized by the Alabama Business Corporation Law, the corporation shall nevertheless
have an option for a period of 30 days after the judgment setting aside the restriction becomes
final, to acquire the restricted shares at a price which is agreed upon by the parties or
if no agreement is reached as to price, then at the fair value as determined by the circuit
court of the county in which the corporation has its registered office or any court in such
place having jurisdiction. In order to determine fair value, the court may appoint an appraiser
to receive evidence and report to the court his or her findings and recommendation as to fair
value. The appraiser shall have such powers and shall...
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10A-20-6.06
Section 10A-20-6.06 Altering, amending, or changing certificate of formation. The corporation
may change its corporate name, the location of its principal office, or make other alteration,
amendment, or change in its certificate of formation, as may be desired in the following manner:
(1) Its board of directors by a majority vote thereof, either in person or by proxy, at any
regular meeting of the board, or at any special meeting called for the purpose, shall adopt
a resolution or resolutions setting forth the respect or respects in which the certificate
of formation of the corporation shall be altered, amended, or changed; (2) The report thereof,
certified by the president or the secretary of the corporation under corporate seal, if any,
shall be delivered to the Secretary of State for filing; and (3) Upon the filing of same,
its certificate of formation shall be deemed to be altered, amended, or changed; provided,
that the certificate of alteration, amendment, or change shall contain...
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10A-20-7.20
Section 10A-20-7.20 Amendment of certificate of formation. (a) The certificate of formation
may be amended by the votes of the stockholders and the members of the corporation, voting
separately by classes, and the amendments shall require approval by the affirmative vote of
two thirds of the votes to which the stockholders shall be entitled and two thirds of the
votes to which the members shall be entitled; provided, that no amendment of the certificate
of formation which is inconsistent with the general purposes expressed in this article, which
authorizes any additional class of capital stock to be issued or which eliminates or curtails
the right of the state Comptroller to examine the corporation or the obligation of the corporation
to make reports as provided in Section 10A-20-7.18 shall be made; and provided further, that
no amendment of the certificate of formation which increases the obligation of a member to
make loans to the corporation, makes any change in the principal...
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10A-4-2.02
Section 10A-4-2.02 Required statement of purpose in certificate of formation. (a) Any corporation
whose certificate of formation includes as a stated purpose the performance of professional
services may be incorporated under this chapter by stating in its certificate of formation
that it is incorporated under this chapter. (b) A professional business corporation, other
than a nonprofit professional corporation, which is subject to this chapter shall cease being
governed by this chapter and shall be governed by the Alabama Business Corporation Law, if
it is a domestic corporation, if it amends its certificate of formation to delete the statement
that it is organized under this chapter, and conforms its articles to the Alabama Business
Corporation Law and, if it is a foreign corporation, complies with the provisions of this
title applicable to foreign entities. A domestic nonprofit professional corporation which
is subject to this chapter shall cease being governed by this chapter and...
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10A-3-3.02
Section 10A-3-3.02 Supplemental provisions required in the certificate of formation (a) In
addition to the information required by Section 10A-1-3.05 in a certificate of formation of
a filing entity under this title, the certificate of formation of a nonprofit corporation
formed under this chapter shall set forth: (1) If the nonprofit corporation is to have no
members, a statement to that effect. (2) Any provisions, not inconsistent with law, which
the incorporators elect to set forth in the certificate of formation for the regulation of
the internal affairs of the nonprofit corporation, including any provision for distribution
of assets on dissolution or final liquidation. (3) The number of directors constituting the
initial board of directors, and the names and addresses of the persons who are to serve as
the initial directors. (b) It shall not be necessary to set forth in the certificate of formation
any of the entity powers enumerated in Section 10A-1-2.11 or set forth in this...
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10A-3-3.01
Section 10A-3-3.01 Generally; incorporators. One or more persons, partnerships, domestic corporations
or foreign corporations, whether profit or nonprofit, may act as incorporator or incorporators
of a nonprofit corporation by signing the certificate of formation and delivering the same
to the Secretary of State for filing. (Acts 1984, No. 84-290, p. 502, §31; §10-3A-60; amended
and renumbered by Act 2009-513, p. 967, §181; Act 2020-73, §10.)...
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10A-3-4.01
Section 10A-3-4.01 Procedure to amend certificate of formation of a nonprofit corporation.
(a) Amendments to the certificate of formation of a nonprofit corporation shall be made in
the following manner: (1) If there are members entitled to vote thereon, the board of directors
shall adopt a resolution setting forth the proposed amendment and directing that it be submitted
to a vote at a meeting of members entitled to vote thereon, which may be either an annual
or a special meeting. Written notice setting forth the proposed amendment or a summary of
the changes to be effected thereby shall be given to each member entitled to vote at the meeting
within the time and in the manner provided in this chapter for the giving of notice of meetings
of members. The proposed amendment shall be adopted upon receiving at least two-thirds of
the votes entitled to be cast by members present or represented by proxy at the meeting. (2)
If there are no members, or no members entitled to vote thereon, or...
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10A-30-2.01
Section 10A-30-2.01 Article applicable to close corporations; applicability of chapter. (a)
This article applies to all close corporations, as defined in Section 10A-30-2.02. (b) All
provisions of this article shall be applicable to all close corporations as defined in Section
10A-30-2.02 except insofar as this article otherwise provides. (c) Neither election to become,
nor operation as, a close corporation shall deprive any shareholder of such corporation of
the limitation of liability provided under the Alabama Business Corporation Law. (d) This
chapter shall apply only to close corporations formed in accordance with Section 10A-30-2.03
before January 1, 1995, or electing to become a close corporation pursuant to Section 10A-30-2.04
before January 1, 1995, and which has not voluntarily terminated its status as a close corporation
or otherwise ceased to be a close corporation to which the provisions of this article apply
before January 1, 1995. (Acts 1980, No. 80-633, p. 1094, §161;...
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10A-20-6.02
Section 10A-20-6.02 Incorporation. (a) The incorporators of any corporation to be governed
by this article shall prepare and deliver to the Secretary of State for filing a certificate
of formation stating an intention to become a corporation, which certificate of formation
shall be signed by each of the incorporators and shall set forth: (1) The name of the proposed
corporation; (2) The objects and purposes for which the corporation is organized; (3) The
location of the principal office of the corporation in this state; and (4) The name and post
office address of each incorporator, not less than three in number. (b) The certificate of
formation may also contain any other provisions, not inconsistent with the provisions of this
article, which the incorporators may desire to insert for the regulation of the business or
affairs of the corporation or which would be permitted nonprofit corporations by the Alabama
Nonprofit Corporation Law. The filing of the certificate of formation shall be...
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