Title 10A — Title 10A
0 chapters · 1,493 sections in this title.
Ala. Code § 10A-2-6.30 Shareholders’ Preemptive Rights
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 of a corporation have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation…
Ala. Code § 10A-2-6.31 Corporation’s Acquisition of Its Own Shares
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 otherwise provided in its articles of incorporation, a corporation may acquire its own shares. Unless the articles of incorporation prohibit th…
Ala. Code § 10A-2-6.32 Cancellation of Reacquired Shares
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 may at any time, by resolution of its board of directors, and without shareholder action: (1) Cancel all or any part of the shares of the c…
Ala. Code § 10A-2-6.40 Distributions to Shareholders
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 …
Ala. Code § 10A-2-7.01 Annual Meeting
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 meeting of shareholders annually at a time stated or fixed in accordance with the bylaws. (b) Annual shareholders’ meetings ma…
Ala. Code § 10A-2-7.02 Special Meeting
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 art…
Ala. Code § 10A-2-7.03 Court-Ordered Meeting
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 …
Ala. Code § 10A-2-7.04 Action Without Meeting
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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 a…
Ala. Code § 10A-2-7.05 Notice of Meeting
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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 shareholde…
Ala. Code § 10A-2-7.06 Waiver of Notice
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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 waive any notice required by the Constitution of Alabama of 1901, this title or this chapter, the articles of incorporation, or bylaws …
Ala. Code § 10A-2-7.07 Record Date
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notic…
Ala. Code § 10A-2-7.20 Shareholders’ List for Meeting
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notic…
Ala. Code § 10A-2-7.21 Voting Entitlement of Shares
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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 subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is …
Ala. Code § 10A-2-7.22 Proxies
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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 c…
Ala. Code § 10A-2-7.23 Shares Held by Nominees
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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 may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corpora…
Ala. Code § 10A-2-7.24 Corporation’s Acceptance of Votes
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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 corre…
Ala. Code § 10A-2-7.25 Quorum and Voting Requirements for Voting Groups
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that …
Ala. Code § 10A-2-7.26 Action by Single and Multiple Voting Groups
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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 articles of incorporation or this chapter provide for voting by a single voting group on a matter, action on that matter is taken when voted upon …
Ala. Code § 10A-2-7.27 Greater Quorum or Voting Requirements
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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 may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided…
Ala. Code § 10A-2-7.28 Voting for Directors; Cumulative Voting
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless otherwise provided in the articles of incorporation, directors are elected by a majority of the votes cast by the shares entitled to vote in the e…
Ala. Code § 10A-2-7.30 Voting Trust
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting …
Ala. Code § 10A-2-7.31 Voting Agreements
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement cre…
Ala. Code § 10A-2-7.32 Shareholder Agreements
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though …
Ala. Code § 10A-2-7.33 Corporation Without Notice of Infancy May Treat Infant as Having
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Capacity to Vote, Transfer, Etc. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation may treat an infant who holds stock or other securities of the corporation in his or her own name as having ca…
Ala. Code § 10A-2-7.34 Infant Not Entitled to Disaffirm as Against Corporation Without Notice of
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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…
Ala. Code § 10A-2-7.35 Right of Infant to Receive Dividends in Own Name
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. An infant may in his or her own right receive dividends in respect of the stock or securities standing in his or her name on the books of the corporation, an…
Ala. Code § 10A-2-7.36 Effect of Chapter on Transfers to Minors Act, Etc
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Nothing contained in this chapter shall be construed to in anywise affect the provisions of the “Alabama Uniform Transfers to Minors Act” or similar statutes…
Ala. Code § 10A-2-8.01 Requirements for and Duties of Board of Directors
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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 o…
Ala. Code § 10A-2-8.02 Qualifications of Directors
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. The articles of incorporation or bylaws may prescribe qualifications for directors. A director shall be a natural person of the age of at least nineteen (19)…
Ala. Code § 10A-2-8.03 Number and Election of Directors
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The number of directors shall be one or more, as specified in or fixed in accordance with the articles of incorporation or bylaws. (b) If a board of dire…
Ala. Code § 10A-2-8.04 Election of Directors by Certain Classes of Shareholders
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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 dir…
Ala. Code § 10A-2-8.05 Terms of Directors Generally
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The terms of the initial directors of a corporation expire at the first shareholders’ meeting at which directors are elected. (b) The terms of all other …
Ala. Code § 10A-2-8.06 Staggered Terms for Directors
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. If there are nine or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors into two …
Ala. Code § 10A-2-8.07 Resignation of Directors
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A director may resign at any time by delivering written notice to the board of directors, its chair, or to the corporation. (b) A resignation is effectiv…
Ala. Code § 10A-2-8.08 Removal of Directors by Shareholders
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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 f…
Ala. Code § 10A-2-8.09 Removal of Directors by Judicial Proceeding
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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 remove a directo…
Ala. Code § 10A-2-8.10 Vacancy on Board
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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, if a vacancy occurs on a board of directors: (1) The shareholders may fill the vacancy, whether r…
Ala. Code § 10A-2-8.11 Compensation of Directors,
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. History: (Acts 1994, No. 94-2…
Ala. Code § 10A-2-8.20 Meetings
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The board of directors may hold regular or special meetings in or out of this state. (b) Unless the articles of incorporation or bylaws provide otherwise…
Ala. Code § 10A-2-8.21 Action Without Meeting
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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’ meeti…
Ala. Code § 10A-2-8.22 Notice of Meeting
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws. (b) Unless the articles of incorporation or by…
Ala. Code § 10A-2-8.23 Waiver of Notice
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A director may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice…
Ala. Code § 10A-2-8.24 Quorum and Voting
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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 require a greater number, a quorum of a board of directors consists of: (1) A majority of the fixed number…
Ala. Code § 10A-2-8.25 Committees
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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, a board of directors may create one or more committees and appoint members of the board…
Ala. Code § 10A-2-8.30 General Standards for Directors
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A director shall discharge his or her duties as a director, including duties as a member of a committee: (1) In good faith; (2) With the care an ordinari…
Ala. Code § 10A-2-8.31 Fiduciary Obligations Not Impaired
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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,…
Ala. Code § 10A-2-8.32 Depreciating Stocks or Bonds of Corporation with Intent to Buy
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. No president, director, or managing officer of any corporation, by whatsoever name or title he or she may be known or called, shall do or omit to do any act,…
Ala. Code § 10A-2-8.33 Liability for Unlawful Distributions
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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…
Ala. Code § 10A-2-8.40 Required Officers
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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 has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) A duly appointed officer…
Ala. Code § 10A-2-8.41 Duties of Officers
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REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by th…