|
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 In this chapter: REPEALED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-2-13.28
Section 10A-2-13.28 Procedure if shareholder dissatisfied with offer to payment. REPEALED IN
THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) A dissenter may notify the corporation in writing of his or her own estimate
of the fair value of his or her shares and amount of interest due, and demand payment of his
or her estimate, or reject the corporation's offer under Section 10A-2-13.25 and demand payment
of the fair value of his or her shares and interest due, if: (1) The dissenter believes that
the amount offered under Section 10A-2-13.25 is less than the fair value of his or her shares
or that the interest due is incorrectly calculated; (2) The corporation fails to make an offer
under Section 10A-2-13.25 within 60 days after the date set for demanding payment; or (3)
The corporation, having failed to take the proposed action, does not release the transfer
restrictions imposed on shares within 60 days after the date set...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-13.28.htm - 1K - Match Info - Similar pages
10A-2-7.01
Section 10A-2-7.01 Annual 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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 meeting of shareholders annually at a time stated or fixed in accordance with the bylaws.
(b) Annual shareholders' meetings may be held in or out of this state at the place stated
in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance
with the bylaws, annual meetings shall be held at the corporation's principal office. (c)
The failure to hold an annual meeting at the time stated in or fixed in accordance with a
corporation's bylaws does not affect the validity of any corporate action. (Acts 1994, No.
94-245, p. 343, §1; §10-2B-7.01; amended and renumbered by Act 2009-513, p. 967, §108.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.01.htm - 1K - Match Info - Similar pages
7-8-203
Section 7-8-203 Staleness as notice of defect or defense. After an act or event, other than
a call that has been revoked, creating a right to immediate performance of the principal obligation
represented by a certificated security or setting a date on or after which the security is
to be presented or surrendered for redemption or exchange, a purchaser is charged with notice
of any defect in its issue or defense of the issuer, if the act or event: (1) requires the
payment of money, the delivery of a certificated security, the registration of transfer of
an uncertificated security, or any of them on presentation or surrender of the security certificate,
the money or security is available on the date set for payment or exchange, and the purchaser
takes the security more than one year after that date; or (2) is not covered by paragraph
(1) and the purchaser takes the security more than two years after the date set for surrender
or presentation or the date on which performance became due....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/7-8-203.htm - 1K - Match Info - Similar pages
10A-2-12.01
Section 10A-2-12.01 Sale of assets in regular course of business and mortgage of assets. 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, on the terms and conditions
and for the consideration determined by the board of directors: (1) Sell, lease, exchange,
or otherwise dispose of all, or substantially all, of its property in the usual and regular
course of business; (2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether
with or without recourse, or otherwise encumber any or all of its property whether or not
in the usual and regular course of business; or (3) Transfer any or all of its property to
a corporation all the shares of which are owned by the corporation. (b) Unless the articles
of incorporation require it, approval by the shareholders of a transaction...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-12.01.htm - 1K - Match Info - Similar pages
10A-2-7.34
Section 10A-2-7.34 Infant not entitled to disaffirm as against corporation without notice of
infancy. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS
IS NOT IN THE CURRENT CODE SUPPLEMENT. An infant holder of stock or other securities of a
corporation, having voted or given consent in respect thereto, having transferred or conveyed
the stock or securities or having made an election or exercised a right relating to the stock
or security, shall have no right thereafter to disaffirm or avoid, as against the corporation,
any act on his or her part unless, prior to the receipt, vote or consent, the making of the
election or the exercise of the right, the corporation had written notice of the infancy by
delivery to it or to its transfer agent of a written notice stating that the holder was an
infant. (Acts 1957, No. 546, p. 766, §2; §10-6-2; amended and renumbered by Act 2009-513,
p. 967, §114.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.34.htm - 1K - Match Info - Similar pages
10A-2-8.63
Section 10A-2-8.63 Shareholders' action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Shareholders' action
respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(2) if a majority
of the votes entitled to be cast by the holders of all qualified shares were cast in favor
of the transaction after (1) notice to shareholders describing the director's conflicting
interest transactions, (2) provision of the information referred to in subsection (d), and
(3) required disclosure to the shareholders who voted on the transaction, to the extent the
information was not known by them. (b) For purposes of this section, "qualified shares"
means any shares entitled to vote with respect to the director's conflicting interest transaction
except shares that, to the knowledge, before the vote, of the secretary, or other officer
or agent of the corporation authorized to tabulate votes, are beneficially...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.63.htm - 2K - Match Info - Similar pages
2-27-5.1
Section 2-27-5.1 Local governments prohibited from passing ordinances regulating pesticides.
(a)(1) The term "pesticides" as used herein shall have the same meaning as set forth
in the Alabama Pesticide Act, Section 2-27-2(1). (2) Except as provided in subsection (b),
no county, municipal corporation, or other political subdivision of this state shall adopt
or continue in effect any ordinance, rule, regulation, or resolution regulating the use, sale,
distribution, storage, transportation, disposal, formulation, labeling, registration, manufacturing,
or application of pesticides. (b) This section shall not prohibit or affect the right of any
county, municipal corporation, or other political subdivision of this state to adopt and enforce
the provisions of the Standard Building Code, Standard Fire Prevention Code, or the codes,
standards, and recommended practices of the National Fire Protection Association. (c) Any
local law or general law of local application regulating pesticide use,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/2-27-5.1.htm - 1K - Match Info - Similar pages
10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in articles of incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth
in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation
formed under this chapter must set forth: (1) The number of shares the corporation is authorized
to issue; (2) The names and addresses of the individuals who are to serve as the initial directors;
and (3) The purpose or purposes for which the corporation is organized, which may be stated
to be or to include the transaction of any lawful business for which corporations may be incorporated
under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent
with law regarding: (i) Reservation to the shareholders of the right to adopt the initial
bylaws of the corporation; (ii) Managing the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-2.02.htm - 2K - Match Info - Similar pages
10A-2-8.30
Section 10A-2-8.30 General standards for directors. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A director
shall discharge his or her duties as a director, including duties as a member of a committee:
(1) In good faith; (2) With the care an ordinarily prudent person in a like position would
exercise under similar circumstances; and (3) In a manner the director believes to be in the
best interests of the corporation. (b) In discharging his or her duties, a director is entitled
to rely on information, opinions, reports, or statements, including financial statements and
other financial data, if prepared or presented by: (1) One or more officers or employees of
the corporation whom the director reasonably believes to be reliable and competent in the
matters; (2) Legal counsel, public accountants, certified public accountants, or other persons
as to matters the director reasonably believes are within the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.30.htm - 2K - Match Info - Similar pages
|