10A-2-6.23
Section 10A-2-6.23 Share dividends. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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, shares may be issued pro rata and without consideration to the corporation's
shareholders of one or more classes or series. An issuance of shares under this subsection
is a share dividend. (b) Shares of one class or series may not be issued as a share dividend
in respect of shares of another class or series unless (1) the articles of incorporation so
authorize, (2) a majority of the votes entitled to be cast by the class or series to be issued
approve the issue, or (3) there are no outstanding shares of the class or series to be issued.
(c) An issuance of shares under this section must also meet the requirements of the Constitution
of Alabama of 1901, as the same may be amended from time to time. (d) If the board of directors
does not fix the record date for determining...
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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 REPEALED IN THE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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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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-2-8.04
Section 10A-2-8.04 Election of directors by certain classes of shareholders. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. If the articles of incorporation authorize dividing the shares into classes,
the articles may also authorize the election of all or a specified number of directors by
the holders of one or more authorized classes of shares. A class, or classes, of shares entitled
to elect one or more directors is a separate voting group for purposes of the election of
directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.04; amended and renumbered by Act
2009-513, p. 967, §116.)...
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10A-2-8.08
Section 10A-2-8.08 Removal of directors by shareholders. 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 may remove one or more directors with or without cause unless the articles
of incorporation provide that directors may be removed only for cause. (b) If a director is
elected by a voting group of shareholders, only the shareholders of that voting group may
participate in the vote to remove him or her. (c) If cumulative voting is authorized, a director
may not be removed if the number of votes sufficient to elect him or her under cumulative
voting is voted against his or her removal. If cumulative voting is not authorized, a director
may be removed only if the number of votes cast to remove him or her exceeds the number of
votes cast not to remove him or her. (d) A director may be removed by the shareholders only
at a meeting called for the purpose of removing him or her and the meeting...
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10A-2-8.50
Section 10A-2-8.50 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) "Corporation"
includes any domestic or foreign predecessor entity of a corporation in a merger or other
transaction in which the predecessor's existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a corporation or
an individual who, while a director of a corporation, is or was serving at the corporation's
request as a director, officer, partner, trustee, employee, or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise.
A director is considered to be serving an employee benefit plan at the corporation's request
if his or her duties to the corporation also impose duties on, or otherwise involve services
by, the director to the plan or to participants in or beneficiaries of the...
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10A-2-8.44
Section 10A-2-8.44 Contract rights of officers. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The appointment
of an officer does not itself create contract rights. (b) An officer's removal does not affect
the officer's contract rights, if any, with the corporation. An officer's resignation does
not affect the officer's contract rights, if any, with the corporation. (Acts 1994, No. 94-245,
p. 343, §1; §10-2B-8.44; amended and renumbered by Act 2009-513, p. 967, §122.)...
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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-2-11.06
Section 10A-2-11.06 Effect of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
When a merger takes effect: (1) Every other corporation party to the merger merges into the
surviving corporation and the separate existence of every corporation except the surviving
corporation ceases; (2) The surviving corporation thereupon and thereafter possesses all the
rights, immunities, and franchises, of a public as well as of a private nature, of every corporation
party to the merger; and all property, real, personal and mixed, and all debts due each of
the corporations so merged, are taken and deemed to be transferred and vested in the surviving
corporation without further act or deed; and title to any real estate, or an interest therein,
vested in any of the corporations shall not revert nor in any way be impaired by reason of
the merger; (3) The surviving corporation shall be responsible and...
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10A-2-15.45
Section 10A-2-15.45 Service of process on foreign corporation acting in fiduciary capacity.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. Every foreign corporation acting in a fiduciary capacity in
this state pursuant to the terms of this division shall be deemed to consent to service of
all legal process in any action or proceeding against it and to service of any notice or demand
permitted or required by law relating to or growing out of any trust, estate or matter in
respect of which the foreign corporation shall have acted in this state in any fiduciary capacity
pursuant to any means of service of process provided in Section 10A-1-5.31, 10A-1-5.35, or
10A-1-5.36. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-15.45; amended and renumbered by
Act 2009-513, p. 967, §159.)...
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