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10A-2-7.05
Section 10A-2-7.05 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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) A corporation, or, in the
case of a special meeting called pursuant to Section 10A-2-7.02(a)(3), the persons calling
the meeting, shall notify shareholders in writing of the date, time, and place of each annual
and special shareholders' meeting no fewer than 10 nor more than 60 days before the meeting
date. Unless this chapter or the articles of incorporation require otherwise, the corporation,
or other persons calling the meeting, are required to give notice only to shareholders entitled
to vote at the meeting. Notwithstanding the provisions of this section or any other provisions
of this chapter, the stock or bonded indebtedness of a corporation shall not be increased
at a meeting unless notice of the meeting shall have been given as may be required by Section
234 of the Constitution of Alabama of 1901, as the same may be...
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10A-2-8.21
Section 10A-2-8.21 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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) Unless the articles
of incorporation or bylaws provide otherwise, action required or permitted by this chapter
to be taken at a board of directors' meeting may be taken without a meeting if the action
is taken by all members of the board. The action must be evidenced by one or more written
consents describing the action taken, signed by each director, and included in the minutes
or filed with the corporate records reflecting the action taken. (b) Action taken under this
section is effective when the last director signs the consent, unless the consent specifies
a different effective date. (c) A consent signed under this section has the effect of a meeting
vote and may be so described in any document. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.21;
amended and renumbered by Act 2009-513, p. 967, §118.)...
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10A-2-8.31
Section 10A-2-8.31 Fiduciary obligations not impaired. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Neither
an unqualified statement of rights or powers, nor an unqualified grant of authority in this
chapter, shall be taken or construed to abrogate, repeal, displace, modify or impair the fiduciary
obligations of directors or other officers or employees of a corporation, or of shareholders
having or exercising control thereof, or any function thereof, whether by reason of ownership
of a majority, or other controlling, interest therein, or otherwise, or the jurisdiction of
the courts to grant relief by way of injunction or otherwise, in order to forestall, prevent,
correct, remedy or allow damages for fraud, oppression, imposition or other inequitable or
remedial conduct in conformity with the applicable principles and practices of law. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-8.31; amended and renumbered...
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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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10A-2-8.01
Section 10A-2-8.01 Requirements for and duties of board of directors. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) Each corporation must have a board of directors. (b) All corporate powers
shall be exercised by or under the authority of, and the business and affairs of the corporation
managed under the direction of, its board of directors, subject to any limitation set forth
in the articles of incorporation or in an agreement authorized under Section 10A-2-7.32. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-8.01; amended and renumbered by Act 2009-513, p. 967,
§116.)...
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10A-5-6.03
Section 10A-5-6.03 Right of assignee to become member. REPEALED IN THE 2014 REGULAR SESSION
BY ACT 2014-144 EFFECTIVE JANUARY 1, 2017. (a) Except as otherwise provided in the operating
agreement: (1) An assignee of an interest in a limited liability company may become a member
only if the other members unanimously consent. The consent of a member may be evidenced in
any manner specified in the operating agreement, but in the absence of such a specification,
consent shall be evidenced by a written instrument, dated and signed by the member. (2) The
assignor of a membership interest is not released from liability to the limited liability
company under Section 10A-5-5.02, whether or not the assignee becomes a member. (3) A member
who assigns the member's entire interest in the limited liability company ceases to be a member
or to have the power to exercise any rights of a member when any assignee of the interest
becomes a member with respect to the assigned interest. (b) An assignee who...
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10A-5-7.01
Section 10A-5-7.01 Events of dissolution. REPEALED IN THE 2014 REGULAR SESSION BY ACT 2014-144
EFFECTIVE JANUARY 1, 2017. A limited liability company is dissolved and its affairs shall
be wound up upon occurrence of the first of the following events: (1) Events specified in
the governing documents. (2) Written consent of all members to dissolve. (3) When there is
no remaining member, unless either of the following applies: a. The holders of all the financial
rights in the limited liability company agree in writing, within 90 days after the cessation
of membership of the last member, to continue the legal existence and business of the limited
liability company and to appoint one or more new members. b. The legal existence and business
of the limited liability company is continued and one or more new members are appointed in
the manner stated in the governing documents. (4) When the limited liability company is not
the successor limited liability company in the merger or consolidation...
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4-6-6
Section 4-6-6 Procedure for adoption of regulations. The legislative body of such political
subdivision in question shall provide for the manner in which such regulations and restrictions
and the boundaries of such districts shall be determined, established and enforced, and from
time to time amended, supplemented or changed, and may adopt such ordinances or regulations
as may be necessary to carry into effect and make effective the provisions of this chapter.
No airport zoning regulations shall be adopted under the authority of this chapter unless
and until the proposed ordinance has been published at least once a week for two consecutive
weeks in advance of its passage in a newspaper of general circulation within the political
subdivision, or, if there is no newspaper, then by posting the same in four conspicuous places
within the political subdivision, together with a notice stating the time and place that the
ordinance is to be considered by the legislative authorities, and stating...
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10A-2-10.21
Section 10A-2-10.21 Bylaw increasing quorum or voting requirement 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) If authorized by the articles of incorporation, the shareholders may
adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders,
or voting groups of shareholders, than is required by this chapter. The adoption or amendment
of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders
must meet the same quorum requirement and be adopted by the same vote and voting groups required
to take action under the quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater. (b) A bylaw that fixes a greater quorum or voting requirement for shareholders
under subsection (a) may not be adopted, amended, or repealed by the board of directors. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-10.21;...
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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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