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10A-2-14.33
Section 10A-2-14.33 Decree 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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) If after a hearing
the court determines that one or more grounds for judicial dissolution described in Section
10A-2-14.30 exist, it may enter a decree dissolving the corporation and specifying the effective
date of the dissolution, and the clerk of the court shall deliver a certified copy of the
decree to the judge of probate, who shall file it. (b) After entering the decree of dissolution,
the court shall direct the winding up and liquidation of the corporation's business and affairs
in accordance with Section 10A-2-14.05 and the notification of claimants in accordance with
Sections 10A-1-9.21 and 10A-1-9.22. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-14.33; amended
and renumbered by Act 2009-513, p. 967, §149.)...
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10A-2-15.40
Section 10A-2-15.40 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. The term "foreign corporation,"
as used in this division, shall mean: (1) Any bank or other corporation now or hereafter organized
or existing under the laws of any state of the United States other than the State of Alabama;
and (2) Any national banking association or other corporation organized under the laws of
the United States having its principal place of business in any state of the United States
other than Alabama. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.40; amended and renumbered
by Act 2009-513, p. 967, §159.)...
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10A-2-16.01
Section 10A-2-16.01 Corporate records. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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
keep as permanent records minutes of all meetings of its shareholders and board of directors,
a record of all actions taken by the shareholders or board of directors without a meeting,
and a record of all actions taken by a committee of the board of directors in place of the
board of directors on behalf of the corporation. (b) A corporation shall maintain appropriate
accounting records. (c) A corporation or its agent shall maintain a record of its shareholders,
in a form that permits preparation of a list of the names and addresses of all shareholders,
in alphabetical order by class or shares showing the number and class of shares held by each.
(d) A corporation shall maintain its records in written form or in another form capable of
conversion into written form within a reasonable time. (e) Each...
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10A-2-16.04
Section 10A-2-16.04 Court-ordered inspection. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If a domestic corporation
or a foreign corporation with its principal office within this state does not allow a shareholder
who complies with Section 10A-2-16.02(a) to inspect and copy any records required by that
subsection to be available for inspection, the circuit court of the county where the corporation's
principal office, or, if none in this state, its registered office, is located may summarily
order inspection and copying of the records demanded at the corporation's expense upon application
of the shareholder. (b) If a domestic corporation or a foreign corporation with its principal
office within this state does not within a reasonable time allow a shareholder to inspect
and copy any other record, the shareholder who complies with Section 10A-2-16.02(b) and (c)
may apply to the circuit court in the county...
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10A-2-2.01
Section 10A-2-2.01 Incorporators. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. One or more persons may act as
the incorporator or incorporators of a corporation by signing and delivering articles of incorporation
to the judge of probate of the county in which the corporation is to have its initial registered
office for filing. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.01; amended and renumbered
by Act 2009-513, p. 967, §89.)...
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10A-2-2.03
Section 10A-2-2.03 Incorporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Upon the effectiveness of
the filing of the articles of incorporation as provided in Sections 10A-1-4.11 and 10A-1-4.12,
corporate existence begins. (b) The judge of probate's filing of the articles of incorporation
pursuant to Section 10A-1-4.02 is conclusive proof that the incorporators satisfied all conditions
precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation
or involuntarily dissolve the corporation. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.03;
amended and renumbered by Act 2009-513, p. 967, §89.)...
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10A-2-2.06
Section 10A-2-2.06 Bylaws. 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 of a corporation
shall adopt initial bylaws for the corporation unless the right to adopt the initial bylaws
is reserved to the shareholders in the articles of incorporation. (b) The bylaws of a corporation
may contain any provision for managing the business and regulating the affairs of the corporation
that is not inconsistent with law or the articles of incorporation. (Acts 1994, No. 94-245,
p. 343, §1; §10-2B-2.06; amended and renumbered by Act 2009-513, p. 967, §89.)...
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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-2-3.01
Section 10A-2-3.01 Purpose. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY
1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Corporations may be organized under this
chapter for any lawful purpose. (Act 2009-513, p. 967, §91.)...
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10A-2-3.03
Section 10A-2-3.03 Emergency powers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In anticipation of or during
an emergency defined in subsection (d), the board of directors of a corporation may: (1) Modify
lines of succession to accommodate the incapacity of any director, officer, employee, or agent;
and (2) Relocate the principal office, designate alternative principal offices or regional
offices, or authorize the officers to do so. (b) During an emergency defined in subsection
(d), unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors
need be given only to those directors whom it is practicable to reach and may be given in
any practical manner, including by publication and radio; and (2) One or more officers of
the corporation present at a meeting of the board of directors may be deemed to be directors
for the meeting in order of rank and within the same rank in...
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