10A-2-13.02
Section 10A-2-13.02 Right to dissent. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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 is entitled
to dissent from, and obtain payment of the fair value of his or her shares in the event of,
any of the following corporate actions: (1) Consummation of a plan of merger to which the
corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03
or the articles of incorporation and the shareholder is entitled to vote on the merger or
(ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04;
(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation
whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation
of a sale or exchange by all, or substantially all, of the property of the corporation other
than in the usual and regular course of...
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10A-2-13.23
Section 10A-2-13.23 Duty to demand 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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 shareholder sent
a dissenters' notice described in Section 10A-2-13.22 must demand payment in accordance with
the terms of the dissenters' notice. (b) The shareholder who demands payment retains all other
rights of a shareholder until those rights are canceled or modified by the taking of the proposed
corporate action. (c) A shareholder who does not demand payment by the date set in the dissenters'
notice is not entitled to payment for his or her shares under this article. (d) A shareholder
who demands payment under subsection (a) may not thereafter withdraw that demand and accept
the terms offered under the proposed corporate action unless the corporation shall consent
thereto. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.23; amended and renumbered by Act
2009-513, p. 967, §141.)...
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10A-2-14.03
Section 10A-2-14.03 Articles 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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) At any time after
dissolution is authorized, the corporation may dissolve by delivering to the judge of probate
for filing articles of dissolution setting forth: (1) The name of the corporation; (2) The
date dissolution was authorized; (3) If dissolution was approved by the shareholders: (i)
The number of votes entitled to be cast on the proposal to dissolve; and (ii) Either the total
number of votes cast for and against dissolution or the total number of undisputed votes cast
for dissolution and a statement that the number cast for dissolution was sufficient for approval.
(4) If voting by voting groups was required, the information required by subparagraph (3)
must be separately provided for each voting group entitled to vote separately on the plan
to dissolve. (5) If dissolution was approved by written consent of...
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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-2-7.04
Section 10A-2-7.04 Action without meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided
in the articles of incorporation, action required or permitted by the Constitution of Alabama
of 1901 or by this chapter to be taken at a shareholders' meeting may be taken without a meeting
if the action is taken by all shareholders entitled to vote on the action. The action must
be evidenced by one or more written consents describing the action taken, signed by all the
shareholders entitled to vote on the action, and delivered to the corporation for inclusion
in the minutes or filing with the corporate records. (b) If not otherwise fixed under Section
10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs the consent under subsection (a).
(c) A consent signed under this section has the effect of a...
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10A-2-7.20
Section 10A-2-7.20 Shareholders' list for meeting. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After
fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the
names of all its shareholders who are entitled to notice of a shareholders' meeting. The list
must be arranged by voting group, and within each voting group by class or series of shares,
and show the address of and number of shares held by each shareholder. (b) The shareholders'
list must be available for inspection by any shareholder, beginning two business days after
notice of the meeting is given for which the list was prepared and continuing through the
meeting, at the corporation's principal office or, if the corporation's principal office is
located outside this state, at its registered office. A shareholder, his or her agent, or
attorney is entitled on written demand to inspect and, for a proper purpose, to...
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10A-2-8.10
Section 10A-2-8.10 Vacancy on board. 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, if a vacancy occurs on a board of directors: (1) The shareholders may fill
the vacancy, whether resulting from an increase in the number of directors or otherwise; or
(2) The board of directors may fill the vacancy, except that the directors shall have the
power to fill a vacancy resulting from an increase in the number of directors only if expressly
provided for in the articles of incorporation; or (3) If the directors remaining in office
constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that
the directors are authorized to fill, by the affirmative vote of a majority of all the directors
remaining in office. (b) If the vacant office was held by a director elected by a voting group
of shareholders, only the holders of shares of that...
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10A-2-14.30
Section 10A-2-14.30 Grounds for judicial dissolution. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. The
circuit court of the county where a corporation's articles of incorporation are filed, or,
in the case of corporations created by an act of the Legislature prior to the adoption of
the Constitution of Alabama of 1901, or which have resulted from a merger or consolidation,
the Circuit Court of Montgomery County, may dissolve the corporation: (1) In a proceeding
by the Attorney General if it is established that: (i) The corporation obtained its articles
of incorporation through fraud; or (ii) The corporation has continued to exceed or abuse the
authority conferred upon it by law; (2) In a proceeding by a shareholder if it is established
that: (i) The directors are deadlocked in the management of the corporate affairs, the shareholders
are unable to break the deadlock, and irreparable injury to the corporation...
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10A-2-6.03
Section 10A-2-6.03 Issued and outstanding shares. 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
may issue the number of shares of each class or series authorized by the articles of incorporation.
Shares that are issued are outstanding shares until they are reacquired, redeemed, converted,
or canceled. (b) The reacquisition, redemption, or conversion of outstanding shares is subject
to the limitations of subsection (c) of this section and to Section 10A-2-6.40. (c) At all
times that shares of the corporation are outstanding, one or more shares that together have
unlimited voting rights and one or more shares that together are entitled to receive the net
assets of the corporation upon dissolution must be outstanding. (Acts 1994, No. 94-245, p.
343, §1; §10-2B-6.03; amended and renumbered by Act 2009-513, p. 967, §98.)...
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10A-2-6.27
Section 10A-2-6.27 Restriction on transfer of shares and other securities. 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, bylaws, an agreement among shareholders,
or an agreement between shareholders and the corporation may impose restrictions on the transfer
or registration of transfer of shares of corporation. A restriction does not affect shares
issued before the restriction was adopted unless the holders of the shares are parties to
the restriction agreement or voted in favor of the restriction. (b) A restriction on the transfer
or registration of transfer of shares is valid and enforceable against the holder or a transferee
of the holder including an executor, administrator, trustee, guardian, conservator or other
fiduciary entrusted with like responsibility for the person or estate of the holder, provided
the restriction is authorized by this section and, as provided by...
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