10A-2-8.11
Section 10A-2-8.11 Compensation of directors, REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.11; amended and renumbered by Act 2009-513, p. 967, §116.)...
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10A-2-8.22
Section 10A-2-8.22 Notice of meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws. (b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.22; amended and renumbered by Act 2009-513, p. 967, §118.)...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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-2-8.41
Section 10A-2-8.41 Duties of officers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.41; amended and renumbered by Act 2009-513, p. 967, §122.)...
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10A-2-8.51
Section 10A-2-8.51 Authority to indemnify. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided in subsection (d), a corporation may indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if: (1) The individual conducted himself or herself in good faith; and (2) The individual reasonably believed: (i) In the case of conduct in his or her official capacity with the corporation, that the conduct was in its best interests; and (ii) In all other cases, that the conduct was at least not opposed to its best interests; and (3) In the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful. (b) A director's conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in and beneficiaries of...
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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-2-8.54
Section 10A-2-8.54 Court-ordered indemnification. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding, or may file an action therefor in another court of competent jurisdiction if the court has jurisdiction over the corporation and the corporation is a party to the proceeding. On receipt of the application or the filing of the action, the court after giving any notice it considers necessary may order indemnification if it determines: (1) The director is entitled to mandatory indemnification under Section 10A-2-8.52, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or (2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or...
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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.)...
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10A-8-1.04
Section 10A-8-1.04 Effect of partnership agreement; nonwaivable provisions. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-103; amended and renumbered by Act 2009-513, p. 967, §248.)...
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10A-8-1.08
Section 10A-8-1.08 Partnership subject to amendment or repeal of chapter. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-107; amended and renumbered by Act 2009-513, p. 967, §248.)...
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