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17-9-38
Section 17-9-38 Provisions for recanvass of votes. THIS SECTION WAS REPEALED IN THE 2006 REGULAR
SESSION BY ACT 2006-570. (Acts 1939, No. 292, p. 443; Code 1940, T. 17, §116.)...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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-2-7.24
Section 10A-2-7.24 Corporation's acceptance of votes. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
If the name signed on, or otherwise submitted by means of an electronic transmission with
respect to, a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder,
the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or
proxy appointment and give it effect as the act of the shareholder. (b) If the name signed
on, or otherwise submitted by means of an electronic transmission with respect to, a vote,
consent, waiver, or proxy appointment does not correspond to the name of its shareholder,
the corporation if acting in good faith is nevertheless entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as the act of the shareholder if: (1) The
shareholder is an entity and the name signed or otherwise submitted by means of...
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10A-2-7.22
Section 10A-2-7.22 Proxies. 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 may vote his or her
shares in person or by proxy. An electronic transmission must contain or be accompanied by
information from which one can reasonably determine that the shareholder authorized the transmission
and that it is the shareholder who actually votes or corresponds on the transmission. (b)
A shareholder or his or her agent or attorney-in-fact may appoint a proxy to vote or otherwise
act for him or her by signing an appointment form or by means of an electronic transmission.
An electronic transmission must contain or be accompanied by information from which one can
determine that the shareholder, the shareholder's agent, or the shareholder's attorney-in-fact
authorized the transmission. (c) An appointment of a proxy is effective when a signed appointment
form or an electronic transmission of the appointment is...
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10A-2-8.58
Section 10A-2-8.58 Application of indemnification provisions. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Any indemnification, or advance for expenses, authorized under this division shall not
be deemed exclusive of and shall be in addition to that which may be contained in a corporation's
articles of incorporation, bylaws, a resolution of its shareholders or board of directors,
or in a contract or otherwise. (b) This division does not limit a corporation's power to pay
or reimburse expenses incurred by a director in connection with the director's appearance
as a witness in a proceeding at a time when he or she has not been made a named defendant
or respondent to the proceeding. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.58; amended
and renumbered by Act 2009-513, p. 967, §124.)...
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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-2-8.33
Section 10A-2-8.33 Liability for unlawful distributions. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Unless he or she complies with the applicable standards of conduct described in Section 10A-2-8.30,
a director who votes for or assents to a distribution made in violation of this chapter or
the articles of incorporation is personally liable to the corporation for the amount of the
distribution that exceeds what could have been distributed without violating this chapter
or the articles of incorporation. (b) A director held liable for an unlawful distribution
under subsection (a) is entitled to contribution: (1) From every other director who voted
for or assented to the distribution without complying with the applicable standards of conduct
described in Section 10A-2-8.30, and (2) From each shareholder for the amount the shareholder
accepted knowing the distribution was made in violation of this chapter or...
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10A-8-1.04
Section 10A-8-1.04 Effect of partnership agreement; nonwaivable provisions. REPEALED IN THE
2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-103; amended and renumbered
by Act 2009-513, p. 967, §248.)...
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10A-8-10.10
Section 10A-8-10.10 Professional registered limited liability partnership provisions. REPEALED
IN THE 2018 REGULAR SESSION BY ACT 2018-125 EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE
CURRENT CODE SUPPLEMENT. (Acts 1996, No. 96-528, p. 685, §1; §10-8A-1010; amended and renumbered
by Act 2009-513, p. 967, §268.)...
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