reglab/housing_qa huggingface dataset:
AL Code § 10A-2-11.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 11 - Merger and Share Exchange.|Section 10A-2-11.06 - Effect of Merger or Share Exchange.

Section 10A-2-11.06Effect of merger or share exchange. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) When a merger takes effect: (1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) The surviving corporation thereupon and thereafter possesses all the rights, immunities, and franchises, of a public as well as of a private nature, of every corporation party to the merger; and all property, real, personal and mixed, and all debts due each of the corporations so merged, are taken and deemed to be transferred and vested in the surviving corporation without further act or deed; and title to any real estate, or an interest therein, vested in any of the corporations shall not revert nor in any way be impaired by reason of the merger; (3) The surviving corporation shall be responsible and liable for all the liabilities and obligations of each corporation party to the merger; and neither the rights of creditors nor any liens upon the property of any corporation party to the merger shall be impaired by the merger; (4) Any claim existing or action or proceeding pending by or against any corporation party to the merger may be prosecuted, or continued, as if the merger had not taken place, or the surviving corporation may be substituted in the action or proceeding for the corporation whose existence ceased; (5) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and (6) The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under Article 13. (b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under Article 13. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.06; amended and renumbered by Act 2009-513, p. 967, §133.)
AL Code § 10A-2-11.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 11 - Merger and Share Exchange.|Section 10A-2-11.07 - Merger or Share Exchange With Foreign Corporation.

Section 10A-2-11.07Merger or share exchange with foreign corporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, one or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if: (1) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger; (2) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated; (3) The foreign corporation complies with Section 10A-2-11.05 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and (4) Each domestic corporation complies with the applicable provisions of Sections 10A-2-11.01 through 10A-2-11.04 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with Section 10A-2-11.05. (b) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is deemed: (1) To appoint the Secretary of State as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and (2) To agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under Article 13. (c) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.07; amended and renumbered by Act 2009-513, p. 967, §133.)
AL Code § 10A-2-11.08 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 11 - Merger and Share Exchange.|Section 10A-2-11.08 - Nonexclusive.

Section 10A-2-11.08Nonexclusive. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. This article is not exclusive. Corporations may merge or exchange their shares in any other manner provided by law. (Act 2009-513, p. 967, §135.)
AL Code § 10A-2-12.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 12 - Sale or Mortgage of Assets.|Section 10A-2-12.01 - Sale of Assets in Regular Course of Business and Mortgage of Assets.

Section 10A-2-12.01Sale of assets in regular course of business and mortgage of assets. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, a corporation may, on the terms and conditions and for the consideration determined by the board of directors: (1) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business; (2) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or (3) Transfer any or all of its property to a corporation all the shares of which are owned by the corporation. (b) Unless the articles of incorporation require it, approval by the shareholders of a transaction described in subsection (a) is not required. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-12.01; amended and renumbered by Act 2009-513, p. 967, §137.)
AL Code § 10A-2-12.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 12 - Sale or Mortgage of Assets.|Section 10A-2-12.02 - Sale of Assets Other Than in Regular Course of Business.

Section 10A-2-12.02Sale of assets other than in regular course of business. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, a corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without the good will, otherwise than in the usual and regular course of business on the terms and conditions and for the consideration determined by the corporation's board of directors, if the board of directors proposes and its shareholders approve the proposed transaction. (b) For a transaction to be authorized: (1) The board of directors must recommend the proposed transaction to the shareholders unless the board of directors determines that because of a conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the submission of the proposed transaction; and (2) The shareholders entitled to vote must approve the transaction. (c) Subject to the corporation's articles of incorporation, the board of directors may condition its submission of the proposed transaction on any basis, except that the board of directors may not decrease the vote required for approval under subsection (e). (d) 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 sale, lease, exchange, or other disposition of all, or substantially all, the property of the corporation and contain or be accompanied by a description of the transaction. (e) Unless the articles of incorporation require a greater or lesser vote or a vote by voting groups, or the board of directors, acting pursuant to subsection (c), requires a greater vote or a vote by voting groups, the transaction to be authorized must be approved by each voting group entitled to vote separately on the transaction by two thirds of all the votes entitled to be cast on the transaction by that voting group; but in no case may the vote required for shareholder approval be set at less than a majority of all the votes entitled to be cast on the transaction by each voting group. (f) After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further shareholder action. (g) A transaction that constitutes a distribution is governed by Section 10A-2-6.40 and not by this section. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-12.02; amended and renumbered by Act 2009-513, p. 967, §137.)
AL Code § 10A-2-17.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 17 - Application.|Section 10A-2-17.01 - Application to Existing Domestic Corporations.

Section 10A-2-17.01Application to existing domestic corporations. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. This chapter and the provisions of Chapter 1 to the extent applicable to business corporations apply to all existing corporations organized under any general or special law of this state providing for the organization of corporations for a purpose or purposes for which a corporation might be organized under this chapter, where the power has been reserved to amend, repeal or modify the law under which the corporation was organized. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-17.01; amended and renumbered by Act 2009-513, p. 967, §165.)
AL Code § 10A-2-17.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 17 - Application.|Section 10A-2-17.02 - Application to Qualified Foreign Corporations.

Section 10A-2-17.02Application to qualified foreign corporations. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A foreign corporation authorized to transact business in this state on the effective date of this title is subject to this chapter but is not required to renew its registration to transact business hereunder. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-17.02; amended and renumbered by Act 2009-513, p. 967, §165.)
AL Code § 10A-2A-2.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 2 - Incorporation.|Section 10A-2A-2.01 - Incorporators; Filing of Certificate of Incorporation.

Section 10A-2A-2.01Incorporators; filing of certificate of incorporation.  THIS SECTION WAS AMENDED BY ACT 2021-299 IN THE 2021 REGULAR SESSION, EFFECTIVE JANUARY 1, 2022. TO SEE THE AMENDED VERSION, SEE THE VERSION LABELED PENDING. Notwithstanding Section 10A-1-3.04, in order to incorporate a corporation, one or more incorporators must execute a certificate of incorporation and deliver it for filing to the Secretary of State. (Act 2019-94, §1.)
AL Code § 10A-2A-2.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 2 - Incorporation.|Section 10A-2A-2.03 - Liability for Preincorporation Transactions.

Section 10A-2A-2.03Liability for preincorporation transactions.  All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting. (Act 2019-94, §1.)
AL Code § 10A-2A-2.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 2 - Incorporation.|Section 10A-2A-2.04 - Organization of Corporation.

Section 10A-2A-2.04Organization of corporation. (a) After incorporation: (1) if initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or (2) if initial directors are not named in the certificate of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) to elect initial directors and complete the organization of the corporation; or (ii) to elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator. (c) An organizational meeting may be held in or out of this state. (Act 2019-94, §1.)
AL Code § 10A-2A-2.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 2 - Incorporation.|Section 10A-2A-2.05 - Bylaws.

Section 10A-2A-2.05Bylaws. (a) The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any provision that is not inconsistent with law or the certificate of incorporation. (c) The bylaws may contain one or both of the following provisions: (1) a requirement that if the corporation solicits proxies or consents with respect to an election of directors, the corporation include in its proxy statement and any form of its proxy or consent, to the extent and subject to any procedures or conditions as are provided in the bylaws, one or more individuals nominated by a stockholder in addition to individuals nominated by the board of directors; and (2) a requirement that the corporation reimburse the expenses incurred by a stockholder in soliciting proxies or consents in connection with an election of directors, to the extent and subject to any procedures and conditions as are provided in the bylaws, provided that no provision so adopted shall apply to elections for which any record date precedes its adoption. (d) Notwithstanding Section 10A-2A-10.20(b)(2), the stockholders in amending, repealing, or adopting a provision described in subsection (c) may not limit the authority of the board of directors to amend or repeal any condition or procedure set forth in or to add any procedure or condition to a provision to provide for a reasonable, practical, and orderly process. (e) The bylaws are part of a binding contract between the corporation and the stockholders, subject to the provisions of this chapter. (Act 2019-94, §1; Act 2020-73, §7.)
AL Code § 10A-2A-2.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 2 - Incorporation.|Section 10A-2A-2.06 - Emergency Bylaws.

Section 10A-2A-2.06Emergency bylaws.  (a) Unless the certificate of incorporation provides otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the stockholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) procedures for calling a meeting of the board of directors; (2) quorum requirements for the meeting; and (3) designation of additional or substitute directors. (b) All provisions of the regular bylaws not inconsistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with the emergency bylaws: (1) binds the corporation; and (2) may not be used to impose liability on a director, officer, employee, or agent of the corporation. (d) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event. (Act 2019-94, §1.)
AL Code § 10A-2A-2.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 2 - Incorporation.|Section 10A-2A-2.07 - Forum Selection Provisions. This Section Was Assigned by the Code Commissioner in the 2019 Regular Session, Effective January 1, 2020. This Is Not in the Current Code Supplement.

Section 10A-2A-2.07Forum selection provisions.  (a) The certificate of incorporation or the bylaws may require that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the corporation has a reasonable relationship. (b) A provision of the certificate of incorporation or bylaws adopted under subsection (a) shall not have the effect of conferring jurisdiction on any court or over any person or claim, and shall not apply if none of the courts specified by that provision has the requisite personal and subject matter jurisdiction. If the court or courts of this state specified in a provision adopted under subsection (a) do not have the requisite personal and subject matter jurisdiction and another court of this state does have jurisdiction, then the internal corporate claim may be brought in the other court of this state, notwithstanding that the other court of this state is not specified in that provision, and in any other court specified in that provision that has the requisite jurisdiction. (c) No provision of the certificate of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require those claims to be determined by arbitration. (d) "Internal corporate claim" means, for the purposes of this section, (i) any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or stockholder in their capacities as such, (ii) any derivative action or proceeding brought on behalf of the corporation, (iii) any action asserting a claim arising pursuant to any provision of this chapter or the certificate of incorporation or bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine that is not included in (i) through (iii) above. (Act 2019-94, §1.)
AL Code § 10A-2A-3.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 3 - Purposes and Powers.|Section 10A-2A-3.01 - Purposes.

Section 10A-2A-3.01Purposes.  (a) Every corporation incorporated under this chapter has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the certificate of incorporation. (b) A corporation engaging in a business that is subject to regulation under another statute of this state may incorporate under this chapter only if permitted by, and subject to all limitations of, the other statute. (Act 2019-94, §1.)
AL Code § 10A-2A-3.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 3 - Purposes and Powers.|Section 10A-2A-3.02 - General Powers.

Section 10A-2A-3.02General powers.  Unless its certificate of incorporation provides otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including all entity powers provided in Section 10A-1-2.11, Section 10A-1-2.12, and Section 10A-1-2.13. (Act 2019-94, §1.)
AL Code § 10A-2A-3.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 3 - Purposes and Powers.|Section 10A-2A-3.03 - Emergency Powers.

Section 10A-2A-3.03Emergency powers. (a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise: (1) notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner; and (2) one or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation: (1) binds the corporation; and (2) may not be used to impose liability on a director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the board of directors cannot readily be assembled because of some catastrophic event. (Act 2019-94, §1.)
AL Code § 10A-2A-3.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 3 - Purposes and Powers.|Section 10A-2A-3.04 - Lack of Power to Act.

Section 10A-2A-3.04Lack of power to act. (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 stockholder 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-2A-14.10. (c) In a stockholder'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 anticipated profits) suffered by the corporation or another party because of enjoining the unauthorized act. (d) Proceedings under subsection (b) shall be brought in the designated court, and if none, in the circuit court for the county in which the corporation's principal office is located in this state, and if none in this state, in the circuit court for the county in which the corporation's most recent registered office is located. (Act 2019-94, §1; Act 2020-73, §7.)