Title 10A — Title 10A

(a) Stock entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares of stock exists with respect to that matter. Unless the certificate of incorporation provides otherwise, stock representing a majority of the votes enti…

(a) If the certificate of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 10A-2A-7.25. (b) If the certificate of incorporation or this chapter provid…

An amendment to the certificate of incorporation that adds, changes, or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect …

(a) Unless otherwise provided in the certificate of incorporation, directors are elected by a plurality of the votes cast by the stock entitled to vote in the election at a meeting at which a quorum is present. (b) Stockholders do not have a right to cumulate their votes for dire…

(a) The corporation shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The corporation may designate one or more persons as alternate inspectors to replace any inspector who fails to act. If no…

(a) One or more stockholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their stock to th…

(a) Two or more stockholders may provide for the manner in which they will vote their stock by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of Section 10A-2A-7.30. (b) A voting agreement created under this s…

(a) An agreement among the stockholders of a corporation that complies with this section is effective among the stockholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it: (1) eliminates the board of directors or r…

In this division: (1) COURT means the designated court, and if none, the circuit court for the county in which the corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation’s most recent registere…

A stockholder may commence or maintain a derivative action in the right of a corporation to enforce a right of the corporation by complying with this division. History: (Act 2019-94, §1.)

A stockholder may commence or maintain a derivative action in the right of the corporation only if the stockholder: (1) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation; and (2) either: (A) was a stockholder of the corpor…

A stockholder may commence a derivative action in the right of the corporation, if: (a) the stockholder first makes a written demand upon the corporation requesting that it bring an action to enforce the right and the corporation does not bring the action within a reasonable time…

In a derivative action, the complaint must state with particularity: (a) the date and content of plaintiff’s demand and the corporation’s response by the corporation to the demand; or (b) why the demand should be excused as futile. History: (Act 2019-94, §1.)

For the purpose of allowing the corporation time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this division, the court may stay any derivative action for the period the court deems appropriate. History: (Act 2019-94, §1.)

A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to stockholders of the corporation in such manner as the court directs. History: (Act 2019-94, §1.)

(a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the corporation and not to the derivative plaintiff; and (2) if the derivative plaintiff receives any proceeds,…

In any derivative action in the right of a foreign corporation, the right of a person to commence or maintain a derivative action in the right of a foreign corporation, and any matters raised in the action covered by Sections 10A-2A-7.42 through 10A-2A- 7.47, shall be governed by…

(a) Except as may be provided in an agreement authorized under Section 10A-2A- 7.32, each corporation shall have a board of directors. (b) Except as may be provided in an agreement authorized under Section 10A-2A- 7.32, and subject to any limitation in the certificate of incorpor…

(a) The certificate of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and be lawful. (b) A requirement that is based on a past, prospective, or current action, or ex…

(a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the certificate of incorporation or bylaws. (b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner pr…

If the certificate of incorporation or action by the board of directors pursuant to Section 10A-2A-6.02 authorizes dividing the stock into classes or series, the certificate of incorporation may also authorize the election of all or a specified number of directors by the holders …

(a) The terms of the initial directors of a corporation expire at the first stockholders’ meeting at which directors are elected. (b) The terms of all other directors expire at the next, or if their terms are staggered in accordance with Section 10A-2A-8.06, at the applicable sec…

The certificate of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing half or one-third of the total, as near as may be practicable. In that event, the terms of directors i…

(a) A director may resign at any time by delivering a written notice of resignation to the board of directors or its chair, to the secretary, or to the corporation. (b) A resignation is effective as provided in Section 10A-2A-1.41(i) unless the resignation provides for a delayed …

(a) The stockholders may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only for cause. (b) If a director is elected by a voting group of stockholders, only the stockholders of that voting group ma…

(a) The designated court, and if none, the circuit court for the county in which the corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation’s most recent registered office is located may remove…

(a) Except as otherwise provided in Section 10A-2A-8.10(b) or the certificate of incorporation, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors: (1) the stockholders may fill the vacancy; (2) the board of di…

Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. History: (Act 2019-94, §1.)

(a) The board of directors may hold regular or special meetings in or out of this state. (b) Unless restricted by the certificate of incorporation or bylaws, any or all directors may participate in any meeting of the board of directors through the use of any means of communicatio…

(a) Except to the extent that the certificate of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a…

(a) Unless the certificate of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the place, if any, date, time, or purpose of the meeting. (b) Unless the certificate of incorporation or bylaws provide for a longer o…

(a) A director may waive any notice required by this chapter, the certificate of incorporation or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice …

(a) Unless the certificate of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the cer…

(a) Unless this chapter, the certificate of incorporation, or the bylaws provide otherwise, a board of directors may establish one or more board committees composed exclusively of one or more directors to perform functions of the board of directors. (b) The establishment of a boa…

A corporation may agree to submit a matter to a vote of its stockholders even if, after approving the matter, the board of directors determines it no longer recommends the matter. History: (Act 2019-94, §1.)

2026-495) [Effective until August 1, 2026.] AMENDED BY ACT 2026-495, EFFECTIVE AUGUST 1, 2026. SEE ACT FOR REVISED LANGUAGE. (a) Whenever this chapter expressly requires the board of directors to approve or take other action with respect to any agreement, instrument, plan, or doc…

Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) Each member of the board of directors, when discharging the duties of a director, shall act: (i) in good faith, and (ii) in a manner the director reasonably believes to be in the best interests of …

Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) A director shall not be liable to the corporation or its stockholders for any decision to take or not to take action, or any failure to take any action, as a director, unless the party asserting li…

(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to Section 10A-2A-6.40(a) or Section 10A-2A- 14.08(a) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distr…

(a) A corporation has the officers described in its certificate of incorporation or bylaws or appointed by the board of directors in accordance with the certificate of incorporation or bylaws. (b) The board of directors may elect individuals to fill one or more offices of the cor…

Each officer has the authority and shall perform the functions set forth in the certificate of incorporation or bylaws or, to the extent consistent with the certificate of incorporation or bylaws, the functions prescribed by the board of directors or by direction of an officer au…

Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) An officer, when performing in his or her capacity as such, has the duty to act: (1) in good faith; (2) with the care that a person in a like position would reasonably exercise under similar circum…

Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead: (a) An officer may resign at any time by delivering a written notice to the board of directors, its chair, the appointing officer, the secretary, or the corporation. A resignation is effective as provi…

(a) The election or 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 corporation’s contract rights, if any, with the…

In this division: (1) “Corporation” includes any domestic or foreign predecessor entity of a corporation. (2) “Director” or “officer” means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is…

(a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: (1) (i) the director conducted himself or herself in good faith; and (i…

A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred by the director in connection with the …

(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director if the director delivers to the corpo…

(a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice…

(a) A corporation may not indemnify a director under Section 10A-2A-8.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in Section 10A-2A-8…