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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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-8-4.02
Section 10A-8-4.02 Distributions in kind. REPEALED IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019.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-402; amended and renumbered by Act 2009-513, p. 967, §254.)...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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...
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10A-2-7.32
Section 10A-2-7.32 Shareholder agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more provisions of this chapter in that it: (1) Eliminates the authority of the board of directors or restricts the discretion or powers of the board of directors; (2) Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in Section 10A-2-6.40; (3) Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal; (4) Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of...
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10A-2-8.25
Section 10A-2-8.25 Committees. 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 or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the board of directors. (b) The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under Section 10A-2-8.24. (c) Sections 10A-2-8.20 through 10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well. (d) To the extent specified by the...
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10A-2-6.01
Section 10A-2-6.01 Authorized shares. 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 must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by Section 10A-2-6.02. (b) The articles of incorporation must authorize (1) one or more classes of shares that together have unlimited voting rights, and (2) one or more classes of shares, which may be the...
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10A-2-10.04
Section 10A-2-10.04 Voting on amendments by 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) The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment if the amendment would: (1) Increase or decrease the aggregate number of authorized shares of the class; (2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class; (3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class; (4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class; (5) Change the shares of all or part of the class into a different number of shares of the same class; (6) Create a new class of shares having rights or...
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10A-2-6.30
Section 10A-2-6.30 Shareholders' preemptive rights. 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 of a corporation have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation otherwise provide. (b) The following principles govern a shareholder's preemptive rights under this section, except to the extent the articles of incorporation expressly provide otherwise: (1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them. (2) A shareholder may waive his or her preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by...
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10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in subsection (g), or share exchange for approval by its shareholders. (b) For a plan of merger or share exchange to be approved: (1) The board of directors must recommend the plan of merger or share exchange 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 plan; and (2) The shareholders entitled to vote must approve the plan. (c) Subject to the corporation's articles of...
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10A-2-7.22
Section 10A-2-7.22 Proxies. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder may vote his or her shares in person or by proxy. An electronic transmission must contain or be accompanied by information from which one can reasonably determine that the shareholder authorized the transmission and that it is the shareholder who actually votes or corresponds on the transmission. (b) A shareholder or his or her agent or attorney-in-fact may appoint a proxy to vote or otherwise act for him or her by signing an appointment form or by means of an electronic transmission. An electronic transmission must contain or be accompanied by information from which one can determine that the shareholder, the shareholder's agent, or the shareholder's attorney-in-fact authorized the transmission. (c) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is...
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