|
10A-2-10.03
Section 10A-2-10.03 Amendment by board of directors and shareholders. REPEALED IN THE 2019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's board of directors may propose one or more amendments to the
articles of incorporation for submission to the shareholders. (b) For the amendments to be
adopted: (1) The board of directors must recommend the amendment to the shareholders unless
the board of directors determines that because of conflict of interest or other special circumstances
it should make no recommendation and communicates the basis for its determination to the shareholders
with the amendment; and (2) The shareholders entitled to vote on the amendment must approve
the amendment as provided in subsection (e). (c) Subject to the corporation's articles of
incorporation, the board of directors may condition its submission of the proposed amendment
on any basis, except that the board of directors may not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.03.htm - 2K - Match Info - Similar pages
10A-2-12.02
Section 10A-2-12.02 Sale of assets other than in regular course of business. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as
the same may be amended from time to time, a corporation may sell, lease, exchange, or otherwise
dispose of all, or substantially all, of its property, with or without the good will, otherwise
than in the usual and regular course of business on the terms and conditions and for the consideration
determined by the corporation's board of directors, if the board of directors proposes and
its shareholders approve the proposed transaction. (b) For a transaction to be authorized:
(1) The board of directors must recommend the proposed transaction to the shareholders unless
the board of directors determines that because of a conflict of interest or other special
circumstances it should make no recommendation and communicates...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-12.02.htm - 3K - Match Info - Similar pages
10A-2-14.02
Section 10A-2-14.02 Dissolution by board of directors and shareholders. REPEALED IN THE 2019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's board of directors may propose dissolution for submission
to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors
must recommend dissolution to the shareholders unless the board of directors determines that
because of conflict of interest or other special circumstances it should make no recommendation
and communicates the basis for its determination to the shareholders; and (2) The shareholders
entitled to vote must approve the proposal to dissolve as provided in subsection (e). (c)
Subject to the corporation's articles of incorporation, the board of directors may condition
its submission of the proposal for dissolution on any basis, except that the board of directors
may not decrease the vote required for approval under subsection (e)....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.02.htm - 2K - Match Info - Similar pages
10A-2-8.09
Section 10A-2-8.09 Removal of directors by judicial proceeding. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The circuit court of the county where a corporation's principal office, or, if none in
this state, its registered office, is located may remove a director of the corporation from
office in a proceeding commenced either by the corporation or by its shareholders holding
at least 10 percent of the outstanding shares of any class if the court finds that (1) the
director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion,
with respect to the corporation and (2) removal is in the best interest of the corporation.
(b) The court that removes a director may bar the director from reelection for a period prescribed
by the court. (c) If shareholders commence a proceeding under subsection (a), they shall make
the corporation a party defendant. (Acts 1994, No. 94-245, p. 343,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.09.htm - 1K - Match Info - Similar pages
10A-2-1.40
Section 10A-2-1.40 Definitions applicable to business corporations. In this chapter: REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (1) "Articles of incorporation" include amended and restated articles
of incorporation and, in the case of a corporation existing on January 1, 1981, its certificate
of incorporation, including any amended certificate, and also include, except where the context
otherwise requires, articles of merger. The term "articles of incorporations" as
used in this chapter is synonymous with the term "certificate of formation" employed
in Chapter 1. (2) "Authorized shares" means the shares of all classes a domestic
or foreign business corporation is authorized to issue. (3) "Corporation" or "domestic
corporation" means a business corporation, which is not a foreign corporation, incorporated
under or subject to the provisions of this chapter. (4) "Distribution" means a direct
or indirect...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-1.40.htm - 4K - Match Info - Similar pages
10A-2-11.06
Section 10A-2-11.06 Effect of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
When a merger takes effect: (1) Every other corporation party to the merger merges into the
surviving corporation and the separate existence of every corporation except the surviving
corporation ceases; (2) The surviving corporation thereupon and thereafter possesses all the
rights, immunities, and franchises, of a public as well as of a private nature, of every corporation
party to the merger; and all property, real, personal and mixed, and all debts due each of
the corporations so merged, are taken and deemed to be transferred and vested in the surviving
corporation without further act or deed; and title to any real estate, or an interest therein,
vested in any of the corporations shall not revert nor in any way be impaired by reason of
the merger; (3) The surviving corporation shall be responsible and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.06.htm - 2K - Match Info - Similar pages
10A-2-14.34
Section 10A-2-14.34 Election to purchase in lieu 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) In a proceeding under Section 10A-2-14.30(2) to dissolve a corporation that has no shares
listed on a national securities exchange or regularly traded in a market maintained by one
or more members of a national or affiliated securities association, the corporation may elect
or, if it fails to elect, one or more shareholders may elect to purchase all shares owned
by the petitioning shareholder at the fair value of the shares. An election pursuant to this
section shall be irrevocable unless the court determines that it is equitable to set aside
or modify the election. (b) An election to purchase pursuant to this section may be filed
with the court at any time within 90 days after the filing of the petition under Section 10A-2-14.30(2)
or at a later time as the court in its discretion may allow. If...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-14.34.htm - 6K - Match Info - Similar pages
10A-2-6.40
Section 10A-2-6.40 Distributions to shareholders. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A board
of directors may authorize and the corporation may make distributions subject to restriction
by the articles of incorporation and the limitation in subsection (c). (b) If the board of
directors does not fix the record date for determining shareholders entitled to a distribution
other than one involving a repurchase or reacquisition of shares, it is the date the board
of directors authorizes the distribution. (c) No distribution may be made if, after giving
it effect: (1) The corporation would not be able to pay its debts as they become due in the
usual course of business; or (2) The corporation's total assets would be less than the sum
of its total liabilities plus, unless the articles of incorporation permit otherwise, the
amount that would be needed, if the corporation were to be dissolved at the time...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.40.htm - 3K - Match Info - Similar pages
10-8A-502
Section 10-8A-502 Partner's transferable interest in partnership. All provisions of Title 10
have been repealed or transferred to Title 10A, effective January 1, 2011. (Acts 1996, No.
96-528, p. 685, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10-8A-502.htm - 512 bytes - Match Info - Similar pages
10-8-42
Section 10-8-42 (Repealed effective January 1, 2001) Charging interest of debtor partner. Repealed
by Acts 1996, No. 96-528, p. 685, §1, effective January 1, 2001. (Acts 1971, No. 1513, p.
2609, §28.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10-8-42.htm - 511 bytes - Match Info - Similar pages
|