10A-2-3.04
Section 10A-2-3.04 Ultra vires. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (b) A corporation's power to act may be challenged: (1) In a proceeding by a shareholder against the corporation to enjoin the act; (2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or (3) In a proceeding by the Attorney General under Section 10A-2-14.30. (c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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-2-6.40
Section 10A-2-6.40 Distributions to 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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 board of directors may authorize and the corporation may make distributions subject to restriction by the articles of incorporation and the limitation in subsection (c). (b) If the board of directors does not fix the record date for determining shareholders entitled to a distribution other than one involving a repurchase or reacquisition of shares, it is the date the board of directors authorizes the distribution. (c) No distribution may be made if, after giving it effect: (1) The corporation would not be able to pay its debts as they become due in the usual course of business; or (2) The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-6.40.htm - 3K - Match Info - Similar pages
10A-2-7.34
Section 10A-2-7.34 Infant not entitled to disaffirm as against corporation without notice of infancy. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. An infant holder of stock or other securities of a corporation, having voted or given consent in respect thereto, having transferred or conveyed the stock or securities or having made an election or exercised a right relating to the stock or security, shall have no right thereafter to disaffirm or avoid, as against the corporation, any act on his or her part unless, prior to the receipt, vote or consent, the making of the election or the exercise of the right, the corporation had written notice of the infancy by delivery to it or to its transfer agent of a written notice stating that the holder was an infant. (Acts 1957, No. 546, p. 766, §2; §10-6-2; amended and renumbered by Act 2009-513, p. 967, §114.)...
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10A-2-8.54
Section 10A-2-8.54 Court-ordered indemnification. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding, or may file an action therefor in another court of competent jurisdiction if the court has jurisdiction over the corporation and the corporation is a party to the proceeding. On receipt of the application or the filing of the action, the court after giving any notice it considers necessary may order indemnification if it determines: (1) The director is entitled to mandatory indemnification under Section 10A-2-8.52, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or (2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or...
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10A-2-8.62
Section 10A-2-8.62 Directors' action. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Directors' action respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(1) if the transaction received the affirmative vote of a majority, but no fewer than two, of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with subsection (b); provided that action by a committee is to be effective only if (1) all its members are qualified directors, and (2) its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board. (b) If a director has a conflicting interest respecting a transaction but neither the director nor a related person...
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16-5-52
Section 16-5-52 THIS SECTION WAS ASSIGNED BY THE CODE COMMISSIONER IN THE 2018 REGULAR SESSION, EFFECTIVE JULY 1, 2018. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. For the purposes of this article, the following terms shall have the following meanings: (1) APPROVED INSTITUTION. A state-supported institution of higher education or a private nonprofit institution of higher education that satisfies all of the following: a. Is accredited by the Southern Association of Colleges and Schools Commission on Colleges. b. Is approved by the State Board of Education or the State Department of Education to prepare teachers of secondary math or science, or both. c. Is eligible to receive Title IV federal student aid program funds. d. Maintains its primary headquarters in Alabama. (2) COMMISSION. The Alabama Commission on Higher Education. (3) ELIGIBLE APPLICANT. A person who satisfies the criteria set out in this article and is found to be eligible by rules adopted by the Alabama Commission on...
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16-5-53
Section 16-5-53 THIS SECTION WAS ASSIGNED BY THE CODE COMMISSIONER IN THE 2018 REGULAR SESSION, EFFECTIVE JULY 1, 2018. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The Alabama Math and Science Teacher Education Program shall be administered by the commission, which may adopt any rules necessary for the administration of the program. (b) The commission shall adopt standards for awarding loan repayments to an Alabama public school teacher who satisfies all of the following: (1) Has graduated from an approved institution. (2) Holds a valid Alabama professional educator certificate endorsed in math or science. (3) Is teaching in an Alabama public school full-time in the field of math or science. (4) Is eligible to receive additional funds for teaching math or science in a public school in a geographic area with acute teacher shortages in math or science, or both. (Act 2018-504, §4.)...
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19-3D-20
Section 19-3D-20 THIS SECTION WAS ASSIGNED BY THE CODE COMMISSIONER IN THE 2018 REGULAR SESSION, EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. DURATION OF SECOND TRUST. (a) Subject to subsection (b), a second trust may have a duration that is the same as or different from the duration of the first trust. (b) To the extent that property of a second trust is attributable to property of the first trust, the property of the second trust is subject to any rules governing maximum perpetuity, accumulation, or suspension of the power of alienation which apply to property of the first trust. (Act 2018-519, §20.)...
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19-3D-26
Section 19-3D-26 THIS SECTION WAS ASSIGNED BY THE CODE COMMISSIONER IN THE 2018 REGULAR SESSION, EFFECTIVE JANUARY 1, 2019. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. LATER-DISCOVERED PROPERTY. (a) Except as otherwise provided in subsection (c), if exercise of the decanting power was intended to distribute all the principal of the first trust to one or more second trusts, later-discovered property belonging to the first trust and property paid to or acquired by the first trust after the exercise of the power is part of the trust estate of the second trust or trusts. (b) Except as otherwise provided in subsection (c), if exercise of the decanting power was intended to distribute less than all the principal of the first trust to one or more second trusts, later-discovered property belonging to the first trust or property paid to or acquired by the first trust after exercise of the power remains part of the trust estate of the first trust. (c) An authorized fiduciary may provide in an...
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