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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 In this chapter: REPEALED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-2-16.03
Section 10A-2-16.03 Scope of inspection right. REPEALED IN THE 2019 REGULAR SESSION BY ACT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's
agent or attorney has the same inspection and copying rights as the shareholder he or she
represents. (b) The right to copy records under Section 10A-2-16.02 includes, if reasonable,
the right to receive copies made by photographic, xerographic, or other means. (c) The corporation
may impose a reasonable charge, covering the costs of labor and material, for copies of any
documents provided to the shareholder. The charge may not exceed the estimated cost of reproduction
of the records. (d) The corporation may comply with a shareholder's demand to inspect the
record of shareholders under Section 10A-2-16.02(b) by providing him or her with a list of
its shareholders that was compiled no earlier than the date of the shareholder's demand. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-16.03; amended and...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-16.03.htm - 1K - Match Info - Similar pages
10A-2-16.04
Section 10A-2-16.04 Court-ordered inspection. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If a domestic corporation
or a foreign corporation with its principal office within this state does not allow a shareholder
who complies with Section 10A-2-16.02(a) to inspect and copy any records required by that
subsection to be available for inspection, the circuit court of the county where the corporation's
principal office, or, if none in this state, its registered office, is located may summarily
order inspection and copying of the records demanded at the corporation's expense upon application
of the shareholder. (b) If a domestic corporation or a foreign corporation with its principal
office within this state does not within a reasonable time allow a shareholder to inspect
and copy any other record, the shareholder who complies with Section 10A-2-16.02(b) and (c)
may apply to the circuit court in the county...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-16.04.htm - 2K - Match Info - Similar pages
10A-2-16.22
Section 10A-2-16.22 Annual report for Secretary of State. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Each domestic corporation, and each foreign corporation authorized to transact business in
this state, shall deliver to the Secretary of State for filing an annual report that sets
forth: (1) The name of the corporation and the state or other jurisdiction under whose law
it is incorporated; (2) The address of its registered office and the name of its registered
agent at that office in this state; (3) The address of its principal office including, in
the case of a foreign corporation, the address of its principal office in the state or other
jurisdiction under whose law it is incorporated; (4) The names and respective addresses of
its president and secretary; and (5) A brief statement of the character of business in which
it is actually engaged in this state. (b) Information in the annual report must be...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-16.22.htm - 2K - Match Info - Similar pages
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-2-7.02
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.02.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.03.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.04.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.05.htm - 2K - Match Info - Similar pages
7-9-302
Section 7-9-302 When filing is required to perfect security interest; security interests to
which filing provisions of this article do not apply. THIS SECTION WAS REPEALED IN THE 2001
REGULAR SESSION, BY ACT 2001-481, EFFECTIVE JAN. 1, 2002. (1) A financing statement must be
filed to perfect all security interests except the following: (a) A security interest in collateral
in possession of the secured party under Section 7-9-305; (b) A security interest temporarily
perfected in instruments, certificated securities, or documents without delivery under Section
7-9-304 or in proceeds for a 20-day period under Section 7-9-306; (c) A security interest
created by an assignment of a beneficial interest in a trust or a decedent's estate; (d) A
purchase money security interest in consumer goods; but filing is required for a motor vehicle
required to be registered; and fixture filing is required for priority over conflicting interests
in fixtures to the extent provided in Section 7-9-313; (e) An...
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