10A-2-14.31
Section 10A-2-14.31 Procedure 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 REPEALED IN THE 2019 REGULAR SESSION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. (a)
Venue for a proceeding to dissolve a corporation lies in the county where a corporation's
articles of incorporation are filed, or, in the case of a corporation created by an act of
the Legislature prior to the adoption of the Constitution of Alabama of 1901, or which resulted
from a merger or consolidation, in Montgomery County. (b) It is not necessary to make shareholders
parties to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint
a receiver or custodian pendente lite with all powers and duties the court directs, take other
action required to preserve the corporate assets wherever located, and carry on the business
of the corporation until a full hearing can be held. (d)...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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-2-8.53
Section 10A-2-8.53 Advance for expenses. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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
pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding
in advance of final disposition of the proceeding if: (1) The director furnishes the corporation
a written affirmation of good faith belief that he or she has met the standard of conduct
described in Section 10A-2-8.51; (2) The director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if it is ultimately
determined that the director did not meet the standard of conduct, or is not otherwise entitled
to indemnification under Section 10A-2-8.51(d), unless indemnification is approved by the
court under Section 10A-2-8.54; (3) A determination is made that the facts then known to those
making the determination would not preclude...
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41-9-785
Section 41-9-785 Maintenance of accurate records and books required; audit. REPEALED IN THE
2018 REGULAR SESSION BY ACT 2018-152 EFFECTIVE JUNE 1, 2018. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (Acts 1984, No. 84-292, p. 551, §6.)...
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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...
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10A-2-10.06
Section 10A-2-10.06 Articles of amendment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation amending
its articles of incorporation shall deliver to the judge of probate for filing articles of
amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted;
(3) If an amendment provides for an exchange, reclassification, or cancellation of issued
shares, provisions for implementing the amendment if not contained in the amendment itself;
(4) The date of each amendment's adoption; (5) If an amendment was adopted by the board of
directors without shareholder action, a statement to that effect and that shareholder action
was not required; (6) If an amendment was approved by the shareholders: (i) The designation,
number of outstanding shares, number of votes entitled to be cast by each voting group entitled
to vote separately on the amendment, and the number of votes of...
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10A-2-7.03
Section 10A-2-7.03 Court-ordered meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The circuit court
of the county where a corporation's principal office, or, if none in this state, its registered
office, is located may summarily order a meeting to be held: (1) On application of any shareholder
of the corporation entitled to participate in an annual meeting if an annual meeting was not
held within the earlier of 12 months after the end of the fiscal year or 15 months after its
last annual meeting; or (2) On application of a shareholder who signed a demand for a special
meeting valid under Section 10A-2-7.02, if: (i) Notice of the special meeting was not given
within 30 days after the date the demand was delivered to the corporation's president or secretary;
or (ii) The special meeting was not held in accordance with the notice. (b) The court may
fix the time and place of the meeting, determine the...
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10A-2-8.22
Section 10A-2-8.22 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) Regular meetings of the board
of directors may be held with or without notice as prescribed in the bylaws. (b) Unless the
articles of incorporation or bylaws provide for a longer or shorter period, special meetings
of the board of directors must be preceded by at least two days' notice of the date, time,
and place of the meeting. The notice need not describe the purpose of the special meeting
unless required by the articles of incorporation or bylaws. (Acts 1994, No. 94-245, p. 343,
§1; §10-2B-8.22; amended and renumbered by Act 2009-513, p. 967, §118.)...
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10A-2-8.60
Section 10A-2-8.60 Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. In this division: (1) "Conflicting
interest" with respect to a corporation means the interest a director of the corporation
has respecting a transaction effected or proposed to be effected by the corporation, or by
a subsidiary of the corporation or any other entity in which the corporation has a controlling
interest, if: (i) Whether or not the transaction is brought before the board of directors
of the corporation for action, the director knows at the time of commitment that he or she
or a related person is a party to the transaction or has a beneficial interest in or so closely
linked to the transaction and of the financial significance to the director or a related person
that the interest would reasonably be expected to exert an influence on the director's judgement
if the director were called upon to vote on the transaction; or...
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10A-2-16.20
Section 10A-2-16.20 Financial statements for 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 corporation shall furnish its annual financial statements to each shareholder who requests
a statement, which may be consolidated or combined statements of the corporation and one or
more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the
fiscal year, an income statement for that year, and a statement of changes in shareholders'
equity for the year unless that information appears elsewhere in the financial statements.
If financial statements are prepared for the corporation on the basis of generally accepted
accounting principles, the annual financial statements must also be prepared on that basis.
If the financial statements for the corporation are not prepared on the basis of generally
accepted accounting principles, the annual financial statements furnished...
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