reglab/housing_qa huggingface dataset:
AL Code § 10A-2-10.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 10 - Amendment of Articles of Incorporation and Bylaws.|Division A - Amendment of Articles of Incorporation.|Section 10A-2-10.04 - Voting on Amendments by Voting Groups.

Section 10A-2-10.04Voting on amendments by voting groups. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment if the amendment would: (1) Increase or decrease the aggregate number of authorized shares of the class; (2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class; (3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class; (4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class; (5) Change the shares of all or part of the class into a different number of shares of the same class; (6) Create a new class of shares having rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class; (7) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class; (8) Limit or deny an existing preemptive right of all or part of the shares of the class; or (9) Cancel or otherwise affect rights to distributions of dividends that have accumulated but not yet been declared on all or part of the shares of the class. (b) If a proposed amendment would affect a series of a class of shares in one or more ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment. (c) If a proposed amendment that entitles two or more series of shares to vote as separate voting groups under this section would affect those two or more series in the same or substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment. (d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.04; amended and renumbered by Act 2009-513, p. 967, §129.)
AL Code § 10A-2-10.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 10 - Amendment of Articles of Incorporation and Bylaws.|Division A - Amendment of Articles of Incorporation.|Section 10A-2-10.05 - Amendment Before Issuance of Shares.

Section 10A-2-10.05Amendment before issuance of shares. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. If a corporation has not yet issued shares, its board of directors may adopt one or more amendments to the corporation's articles of incorporation. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.05; amended and renumbered by Act 2009-513, p. 967, §129.)
AL Code § 10A-2-10.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 10 - Amendment of Articles of Incorporation and Bylaws.|Division A - Amendment of Articles of Incorporation.|Section 10A-2-10.06 - Articles of Amendment.

Section 10A-2-10.06Articles of amendment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation amending its articles of incorporation shall deliver to the judge of probate for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself; (4) The date of each amendment's adoption; (5) If an amendment was adopted by the board of directors without shareholder action, a statement to that effect and that shareholder action was not required; (6) If an amendment was approved by the shareholders: (i) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and the number of votes of each voting group indisputably represented at the meeting; and (ii) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.06; amended and renumbered by Act 2009-513, p. 967, §129.)
AL Code § 10A-2-10.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 10 - Amendment of Articles of Incorporation and Bylaws.|Division A - Amendment of Articles of Incorporation.|Section 10A-2-10.07 - Restated Articles of Incorporation.

Section 10A-2-10.07Restated articles of incorporation. 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's board of directors may restate its articles of incorporation at any time with or without shareholder action. (b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Section 10A-2-10.03. (c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement that identifies any amendment or other change it would make in the articles. (d) A corporation restating its articles of incorporation shall deliver to the judge of probate for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth: (1) Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; (2) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by Section 10A-2-10.06. (e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them. (f) The judge of probate may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d). (Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.07; amended and renumbered by Act 2009-513, p. 967, §129.)
AL Code § 10A-2-10.08 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 10 - Amendment of Articles of Incorporation and Bylaws.|Division A - Amendment of Articles of Incorporation.|Section 10A-2-10.08 - Amendment Pursuant to Reorganization.

Section 10A-2-10.08Amendment pursuant to reorganization. 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's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by Section 10A-2-2.02. (b) The individual or individuals designated by the court shall deliver to the judge of probate for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment approved by the court; (3) The date of the court's order or decree approving the articles of amendment; (4) The title of the reorganization proceeding in which the order or decree was entered; and (5) A statement that the court had jurisdiction of the proceeding under federal statute. (c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan. (d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.08; amended and renumbered by Act 2009-513, p. 967, §129.)
AL Code § 10A-2-10.09 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 10 - Amendment of Articles of Incorporation and Bylaws.|Division A - Amendment of Articles of Incorporation.|Section 10A-2-10.09 - Effect of Amendment.

Section 10A-2-10.09Effect of amendment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.09; amended and renumbered by Act 2009-513, p. 967, §129.)
AL Code § 10A-2-10.20 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 10 - Amendment of Articles of Incorporation and Bylaws.|Division B - Amendment of Bylaws.|Section 10A-2-10.20 - Amendment by Board of Directors or Shareholders.

Section 10A-2-10.20Amendment by board of directors or 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 corporation's board of directors may amend or repeal the corporation's bylaws unless: (1) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or (2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw. (b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.20; amended and renumbered by Act 2009-513, p. 967, §131.)
AL Code § 10A-2-10.21 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 10 - Amendment of Articles of Incorporation and Bylaws.|Division B - Amendment of Bylaws.|Section 10A-2-10.21 - Bylaw Increasing Quorum or Voting Requirement for Shareholders.

Section 10A-2-10.21Bylaw 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; amended and renumbered by Act 2009-513, p. 967, §131.)
AL Code § 10A-2-10.22 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 10 - Amendment of Articles of Incorporation and Bylaws.|Division B - Amendment of Bylaws.|Section 10A-2-10.22 - Bylaw Increasing Quorum or Voting Requirement for Directors.

Section 10A-2-10.22Bylaw increasing quorum or voting requirement for directors. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed: (1) If originally adopted by the shareholders, only by the shareholders; (2) If originally adopted by the board of directors, either by the shareholders or by the board of directors. (b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors. (c) Action by the board of directors under subsection (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.22; amended and renumbered by Act 2009-513, p. 967, §131.)
AL Code § 10A-2-13.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 13 - Dissenters' Rights.|Division A - Right to Dissent and Obtain Payment for Shares.|Section 10A-2-13.01 - Definitions.

Section 10A-2-13.01Definitions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (1) "Corporate action" means the filing of articles of merger or share exchange by the judge of probate or Secretary of State, or other action giving legal effect to a transaction that is the subject of dissenters' rights. (2) "Corporation" means the issuer of shares held by a dissenter before the corporate action, or the surviving or acquiring corporation by merger or share exchange of that issuer. (3) "Dissenter" means a shareholder who is entitled to dissent from corporate action under Section 10A-2-13.02 and who exercises that right when and in the manner required by Sections 10A-2-13.20 through 10A-2-13.28. (4) "Fair Value," with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. (5) "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans, or, if none, at a rate that is fair and equitable under all circumstances. (6) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. (7) "Beneficial shareholder" means the person who is a beneficial owner of shares held in a voting trust or by a nominee as the record shareholder. (8) "Shareholder" means the record shareholder or the beneficial shareholder. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.01; amended and renumbered by Act 2009-513, p. 967, §139.)
AL Code § 10A-2-13.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 13 - Dissenters' Rights.|Division A - Right to Dissent and Obtain Payment for Shares.|Section 10A-2-13.02 - Right to Dissent.

Section 10A-2-13.02Right to dissent. 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 is entitled to dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions: (1) Consummation of a plan of merger to which the corporation is a party (i) if shareholder approval is required for the merger by Section 10A-2-11.03 or the articles of incorporation and the shareholder is entitled to vote on the merger or (ii) if the corporation is a subsidiary that is merged with its parent under Section 10A-2-11.04; (2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan; (3) Consummation of a sale or exchange by all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale; (4) To the extent that the articles of incorporation of the corporation so provide, an amendment of the articles of incorporation that materially and adversely affects rights in respect to a dissenter's shares because it: (i) Alters or abolishes a preferential right of the shares; (ii) Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase of the shares; (iii) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities; (iv) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or (v) Reduces the number of shares owned by the shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under Section 10A-2-6.04; or (5) Any corporate action taken pursuant to a shareholder vote to the extent the articles of incorporation, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares. (b) A shareholder entitled to dissent and obtain payment for shares under this chapter may not challenge the corporate action creating his or her entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.02; amended and renumbered by Act 2009-513, p. 967, §139.)
AL Code § 10A-2-13.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 13 - Dissenters' Rights.|Division A - Right to Dissent and Obtain Payment for Shares.|Section 10A-2-13.03 - Dissent by Nominees and Beneficial Owners.

Section 10A-2-13.03Dissent by nominees and beneficial owners. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A record shareholder may assert dissenters' rights as to fewer than all of the shares registered in his or her name only if he or she dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he or she asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares to which he or she dissents and his or her other shares were registered in the names of different shareholders. (b) A beneficial shareholder may assert dissenters' rights as to shares held on his or her behalf only if: (1) He or she submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights; and (2) He or she does so with respect to all shares of which he or she is the beneficial shareholder or over which he or she has power to direct the vote. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.03; amended and renumbered by Act 2009-513, p. 967, §139.)
AL Code § 10A-2-13.20 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 13 - Dissenters' Rights.|Division B - Procedure for Exercise of Dissenters' Rights.|Section 10A-2-13.20 - Notice of Dissenters' Rights.

Section 10A-2-13.20Notice of dissenters' rights. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If proposed corporate action creating dissenters' rights under Section 10A-2-13.02 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this article and be accompanied by a copy of this article. (b) If corporate action creating dissenters' rights under Section 10A-2-13.02 is taken without a vote of shareholders, the corporation shall (1) notify in writing all shareholders entitled to assert dissenters' rights that the action was taken; and (2) send them the dissenters' notice described in Section 10A-2-13.22. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.20; amended and renumbered by Act 2009-513, p. 967, §141.)
AL Code § 10A-2-13.21 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 13 - Dissenters' Rights.|Division B - Procedure for Exercise of Dissenters' Rights.|Section 10A-2-13.21 - Notice of Intent to Demand Payment.

Section 10A-2-13.21Notice of intent to demand payment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) If proposed corporate action creating dissenters' rights under Section 10A-2-13.02 is submitted to a vote at a shareholder's meeting, a shareholder who wishes to assert dissenters' rights (1) must deliver to the corporation before the vote is taken written notice of his or her intent to demand payment or his or her shares if the proposed action is effectuated; and (2) must not vote his or her shares in favor of the proposed action. (b) A shareholder who does not satisfy the requirements of subsection (a) is not entitled to payment for his or her shares under this article. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-13.21; amended and renumbered by Act 2009-513, p. 967, §141.)