10A-2-13.01
Section 10A-2-13.01 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (1) "Corporate action"
means the filing of articles of merger or share exchange by the judge of probate or Secretary
of State, or other action giving legal effect to a transaction that is the subject of dissenters'
rights. (2) "Corporation" means the issuer of shares held by a dissenter before
the corporate action, or the surviving or acquiring corporation by merger or share exchange
of that issuer. (3) "Dissenter" means a shareholder who is entitled to dissent from
corporate action under Section 10A-2-13.02 and who exercises that right when and in the manner
required by Sections 10A-2-13.20 through 10A-2-13.28. (4) "Fair Value," with respect
to a dissenter's shares, means the value of the shares immediately before the effectuation
of the corporate action to which the dissenter objects, excluding any appreciation or depreciation
in...
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10A-2-13.20
Section 10A-2-13.20 Notice of dissenters' rights. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If proposed
corporate action creating dissenters' rights under Section 10A-2-13.02 is submitted to a vote
at a shareholders' meeting, the meeting notice must state that shareholders are or may be
entitled to assert dissenters' rights under this article and be accompanied by a copy of this
article. (b) If corporate action creating dissenters' rights under Section 10A-2-13.02 is
taken without a vote of shareholders, the corporation shall (1) notify in writing all shareholders
entitled to assert dissenters' rights that the action was taken; and (2) send them the dissenters'
notice described in Section 10A-2-13.22. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.20;
amended and renumbered by Act 2009-513, p. 967, §141.)...
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10A-2-13.22
Section 10A-2-13.22 Dissenters' notice. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If proposed corporate
action creating dissenters' rights under Section 10A-2-13.02 is authorized at a shareholders'
meeting, the corporation shall deliver a written dissenters' notice to all shareholders who
satisfied the requirements of Section 10A-2-13.21. (b) The dissenters' notice must be sent
no later than 10 days after the corporate action was taken, and must: (1) State where the
payment demand must be sent; (2) Inform holders of shares to what extent transfer of the shares
will be restricted after the payment demand is received; (3) Supply a form for demanding payment;
(4) Set a date by which the corporation must receive the payment demand, which date may not
be fewer than 30 nor more than 60 days after the date the subsection (a) notice is delivered;
and (5) Be accompanied by a copy of this article. (Acts 1994,...
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10A-2-13.30
Section 10A-2-13.30 Court action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If a demand for payment under
Section 10A-2-13.28 remains unsettled, the corporation shall commence a proceeding within
60 days after receiving the payment demand and petition the court to determine the fair value
of the shares and accrued interest. If the corporation does not commence the proceeding within
the 60 day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(b) The corporation shall commence the proceeding in the circuit court of the county where
the corporation's principal office, or, if none in this state, its registered office, is located.
If the corporation is a foreign corporation without a registered office in this state, it
shall commence the proceeding in the county in this state where the registered office of the
domestic corporation merged with or whose shares were...
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10A-2-14.33
Section 10A-2-14.33 Decree of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If after a hearing
the court determines that one or more grounds for judicial dissolution described in Section
10A-2-14.30 exist, it may enter a decree dissolving the corporation and specifying the effective
date of the dissolution, and the clerk of the court shall deliver a certified copy of the
decree to the judge of probate, who shall file it. (b) After entering the decree of dissolution,
the court shall direct the winding up and liquidation of the corporation's business and affairs
in accordance with Section 10A-2-14.05 and the notification of claimants in accordance with
Sections 10A-1-9.21 and 10A-1-9.22. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.33; amended
and renumbered by Act 2009-513, p. 967, §149.)...
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10A-2-3.03
Section 10A-2-3.03 Emergency powers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In anticipation of or during
an emergency defined in subsection (d), the board of directors of a corporation may: (1) Modify
lines of succession to accommodate the incapacity of any director, officer, employee, or agent;
and (2) Relocate the principal office, designate alternative principal offices or regional
offices, or authorize the officers to do so. (b) During an emergency defined in subsection
(d), unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors
need be given only to those directors whom it is practicable to reach and may be given in
any practical manner, including by publication and radio; and (2) One or more officers of
the corporation present at a meeting of the board of directors may be deemed to be directors
for the meeting in order of rank and within the same rank in...
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10A-2-6.04
Section 10A-2-6.04 Fractional shares. 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: (1) Issue
fractions of a share or pay in money the value of fractions of a share; (2) Arrange for disposition
of fractional shares by the shareholders; (3) Issue scrip in registered or bearer form entitling
the holder to receive a full share upon surrendering enough scrip to equal a full share. (b)
Each certificate representing scrip must be conspicuously labeled "scrip" and must
contain the information required by Section 10A-1-3.42(c). (c) The holder of a fractional
share is entitled to exercise the rights of a shareholder, including the right to vote, to
receive dividends, and to participate in the assets of the corporation upon liquidation. The
holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip...
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10A-2-6.23
Section 10A-2-6.23 Share dividends. 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
provide otherwise, shares may be issued pro rata and without consideration to the corporation's
shareholders of one or more classes or series. An issuance of shares under this subsection
is a share dividend. (b) Shares of one class or series may not be issued as a share dividend
in respect of shares of another class or series unless (1) the articles of incorporation so
authorize, (2) a majority of the votes entitled to be cast by the class or series to be issued
approve the issue, or (3) there are no outstanding shares of the class or series to be issued.
(c) An issuance of shares under this section must also meet the requirements of the Constitution
of Alabama of 1901, as the same may be amended from time to time. (d) If the board of directors
does not fix the record date for determining...
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10A-2-6.24
Section 10A-2-6.24 Share options. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Subject to requirements of the
Constitution of Alabama of 1901, as the same may be amended from time to time, a corporation
may issue rights, options, or warrants for the purchase of shares of the corporation. The
board of directors shall determine the terms upon which the rights, options, or warrants are
issued, their form and content, and the consideration for which the shares are to be issued.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.24; amended and renumbered by Act 2009-513,
p. 967, §100.)...
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10A-2-6.28
Section 10A-2-6.28 Expense of issue. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation may pay the expenses
of selling or underwriting its shares, and of organizing or reorganizing the corporation,
from the consideration received for shares. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.28;
amended and renumbered by Act 2009-513, p. 967, §102.)...
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