17-9-36
Section 17-9-36 Custody of voting machines and keys. THIS SECTION WAS REPEALED IN THE 2006
REGULAR SESSION BY ACT 2006-570. (Acts 1939, No. 292, p. 443; Code 1940, T. 17, §115.)...

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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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-2-13.01
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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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-2-14.05
Section 10A-2-14.05 Effect 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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) A dissolved corporation
continues its corporate existence but may not carry on any business except that appropriate
to wind up and liquidate its business and affairs, including: (1) Collecting its assets; (2)
Disposing of its properties that will not be distributed in kind to its shareholders; (3)
Discharging or making provision for discharging its liabilities; (4) Distributing its remaining
property among its shareholders according to their interests; and (5) Doing every other act
necessary to wind up and liquidate its business and affairs. (b) Dissolution of a corporation
does not: (1) Alter the limited liability status of its subscribers and shareholders under
Section 10A-2-6.22, except as provided in Section 10A-1-9.22(d)(2) with respect to assets
distributed to a shareholder in liquidation; (2) Transfer title to...
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10A-2-14.22
Section 10A-2-14.22 Reinstatement following administrative dissolution. 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 administratively dissolved under Section 10A-2-14.21 may apply
to the Secretary of State for reinstatement within two years after the effective date of dissolution.
The application must: (1) Recite the name and address of the corporation and the effective
date of its administrative dissolution; (2) State that the ground or grounds for dissolution
either did not exist or have been eliminated; (3) State that the corporation's name satisfies
the requirements of Sections 10A-1-5.03 and 10A-1-5.04; and (4) Contain a certificate from
the Department of Revenue reciting that all taxes owed by the corporation have been paid.
(b) If the Secretary of State determines that the application contains the information required
by subsection (a) and that the information is correct, he or she...
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10A-2-2.07
Section 10A-2-2.07 Emergency bylaws. 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, the board of directors of a corporation may adopt bylaws to be effective
only in an emergency defined in subsection (d). The emergency bylaws, which are subject to
amendment or repeal by the shareholders, may make all provisions necessary for managing the
corporation during the emergency, including: (1) Procedures for calling a meeting of the board
of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or
substitute directors. (b) All provisions of the regular bylaws consistent with the emergency
bylaws remain effective during the emergency. The emergency bylaws are not effective after
the emergency ends. (c) Corporate action taken in good faith in accordance with emergency
bylaws: (1) Binds the corporation; and (2) May not be used to...
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10A-2-7.02
Section 10A-2-7.02 Special meeting. 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 shall hold
a special meeting of shareholders: (1) On call of its board of directors or the person or
persons authorized to do so by the articles of incorporation or bylaws; or (2) If the holders
of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered
at the proposed special meeting sign, date, and deliver to the corporation's president or
secretary one or more written demands for the meeting describing the purpose or purposes for
which it is to be held, who shall, within 21 days of the receipt of demand, cause notice to
be given of the meeting to be held within the minimum time following the notice prescribed
by Section 10A-2-7.05(a); or (3) On call of the holders of at least 10 percent of the votes
entitled to be cast at the proposed special meeting who signed a demand...
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10A-2-7.05
Section 10A-2-7.05 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) A corporation, or, in the
case of a special meeting called pursuant to Section 10A-2-7.02(a)(3), the persons calling
the meeting, shall notify shareholders in writing of the date, time, and place of each annual
and special shareholders' meeting no fewer than 10 nor more than 60 days before the meeting
date. Unless this chapter or the articles of incorporation require otherwise, the corporation,
or other persons calling the meeting, are required to give notice only to shareholders entitled
to vote at the meeting. Notwithstanding the provisions of this section or any other provisions
of this chapter, the stock or bonded indebtedness of a corporation shall not be increased
at a meeting unless notice of the meeting shall have been given as may be required by Section
234 of the Constitution of Alabama of 1901, as the same may be...
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10A-2-7.31
Section 10A-2-7.31 Voting agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Two or more shareholders
may provide for the manner in which they will vote their shares by signing an agreement for
that purpose. A voting agreement created under this section is not subject to the provisions
of Section 10A-2-7.30. (b) A voting agreement created under this section is specifically enforceable.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.31; amended and renumbered by Act 2009-513,
p. 967, §112.)...
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10A-2-8.20
Section 10A-2-8.20 Meetings. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The board of directors may
hold regular or special meetings in or out of this state. (b) Unless the articles of incorporation
or bylaws provide otherwise, the board of directors may permit any or all directors to participate
in a regular or special meeting by, or conduct the meeting through the use of, any means of
communication by which all directors participating may simultaneously hear each other during
the meeting. A director participating in a meeting by this means is deemed to be present in
person at the meeting. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.20; amended and renumbered
by Act 2009-513, p. 967, §118.)...
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