10A-2-7.21
Section 10A-2-7.21 Voting entitlement of shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT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 subsections (b) and (c) or unless the articles of incorporation provide otherwise,
each outstanding share, regardless of class, is entitled to one vote on each matter voted
on at a shareholders' meeting. Only shares are entitled to vote. (b) The shares of a corporation
are not entitled to vote if they are owned, directly or indirectly, by a second corporation,
domestic or foreign, and the first corporation owns, directly or indirectly, a majority of
the shares entitled to vote for directors of the second corporation, unless a court of competent
jurisdiction determines that the voting of the shares is not for the purpose of perpetuation
of management or other improper purpose. (c) Subsection (b) does not limit the power of a
corporation to vote any shares, including its own shares, held by it...
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10A-2-7.23
Section 10A-2-7.23 Shares held by nominees. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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
establish a procedure by which the beneficial owner of shares that are registered in the name
of a nominee is recognized by the corporation as the shareholder. The extent of this recognition
may be determined in the procedure. (b) The procedure may set forth: (1) The types of nominees
to which it applies; (2) The rights or privileges that the corporation recognizes in a beneficial
owner; (3) The manner in which the procedure is selected by the nominee; (4) The information
that must be provided when the procedure is selected; (5) The period for which selection of
the procedure is effective; and (6) Other aspects of the rights and duties created. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-7.23; amended and renumbered by Act 2009-513, p. 967,
§110.)...
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10A-2-7.26
Section 10A-2-7.26 Action by single and multiple voting groups. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If the articles of incorporation or this chapter provide for voting by a single voting
group on a matter, action on that matter is taken when voted upon by that voting group as
provided in Section 10A-2-7.25. (b) If the articles of incorporation or this chapter provide
for voting by two or more voting groups on a matter, action on that matter is taken only when
voted upon by each of those voting groups counted separately as provided in Section 10A-2-7.25.
Action may be taken by one voting group on a matter even though no action is taken by another
group entitled to vote on the matter. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.26; amended
and renumbered by Act 2009-513, p. 967, §110.)...
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10A-2-7.27
Section 10A-2-7.27 Greater quorum or voting requirements. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
The articles of incorporation may provide for a greater quorum or voting requirement for shareholders,
or voting groups of shareholders, than is provided for by this title or this chapter. (b)
An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum
or voting requirement must meet the same quorum requirement and be adopted by the same vote
and voting groups required to take action under the quorum and voting requirements then in
effect or proposed to be adopted, whichever is greater. (Acts 1994, No. 94-245, p. 343, §1;
§10-2B-7.27; amended and renumbered by Act 2009-513, p. 967, §110.)...
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10A-2-7.36
Section 10A-2-7.36 Effect of chapter on Transfers to Minors Act, etc. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. Nothing contained in this chapter shall be construed to in anywise affect the
provisions of the "Alabama Uniform Transfers to Minors Act" or similar statutes.
(Acts 1957, No. 546, p. 766, §4; §10-6-4; amended and renumbered by Act 2009-513, p. 967,
§114.)...
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10A-2-8.03
Section 10A-2-8.03 Number and election of directors. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The
number of directors shall be one or more, as specified in or fixed in accordance with the
articles of incorporation or bylaws. (b) If a board of directors has power to fix or change
the number of directors, the board may increase or decrease by 30 percent or less the number
of directors last approved by the shareholders, but only the shareholders may increase or
decrease by more than 30 percent the number of directors last approved by the shareholders.
(c) The articles of incorporation or bylaws may establish a variable range for the size of
the board of directors by fixing a minimum and maximum number of directors. If a variable
range is established, the number of directors may be fixed or changed from time to time, within
the minimum and maximum, by the shareholders, or, if the articles of incorporation...
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10A-2-8.05
Section 10A-2-8.05 Terms of directors generally. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The terms
of the initial directors of a corporation expire at the first shareholders' meeting at which
directors are elected. (b) The terms of all other directors expire at the next annual shareholders'
meeting following their election unless their terms are staggered under Section 10A-2-8.06.
(c) A decrease in the number of directors does not shorten an incumbent director's term. (d)
The term of a director elected to fill a vacancy expires at the next shareholders' meeting
at which directors are elected. (e) Despite the expiration of a director's term, he or she
continues to serve until his or her successor is elected and qualified or until there is a
decrease in the number of directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.05; amended
and renumbered by Act 2009-513, p. 967, §116.)...
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10A-2-8.06
Section 10A-2-8.06 Staggered terms for directors. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. If there are
nine or more directors, the articles of incorporation may provide for staggering their terms
by dividing the total number of directors into two or three groups, with each group containing
one-half or one-third of the total, as near as may be. In that event, the terms of directors
in the first group expire at the first annual shareholders' meeting after their election,
the terms of the second group expire at the second annual shareholders' meeting after their
election, and the terms of the third group, if any, expire at the third annual shareholders'
meeting after their election. At each annual shareholders' meeting held thereafter, directors
shall be chosen for a term of two years or three years, as the case may be, to succeed those
whose terms expire. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.06;...
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10A-2-8.08
Section 10A-2-8.08 Removal of directors by shareholders. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
The shareholders may remove one or more directors with or without cause unless the articles
of incorporation provide that directors may be removed only for cause. (b) If a director is
elected by a voting group of shareholders, only the shareholders of that voting group may
participate in the vote to remove him or her. (c) If cumulative voting is authorized, a director
may not be removed if the number of votes sufficient to elect him or her under cumulative
voting is voted against his or her removal. If cumulative voting is not authorized, a director
may be removed only if the number of votes cast to remove him or her exceeds the number of
votes cast not to remove him or her. (d) A director may be removed by the shareholders only
at a meeting called for the purpose of removing him or her and the meeting...
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10A-2-8.10
Section 10A-2-8.10 Vacancy on board. 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, if a vacancy occurs on a board of directors: (1) The shareholders may fill
the vacancy, whether resulting from an increase in the number of directors or otherwise; or
(2) The board of directors may fill the vacancy, except that the directors shall have the
power to fill a vacancy resulting from an increase in the number of directors only if expressly
provided for in the articles of incorporation; or (3) If the directors remaining in office
constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that
the directors are authorized to fill, by the affirmative vote of a majority of all the directors
remaining in office. (b) If the vacant office was held by a director elected by a voting group
of shareholders, only the holders of shares of that...
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