reglab/housing_qa huggingface dataset:
AL Code § 10A-1-8.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 1 - General Provisions.|Article 8 - Conversions and Mergers.|Section 10A-1-8.04 - Merger With or Conversion From a Foreign Entity.

Section 10A-1-8.04Merger with or conversion from a foreign entity. (a) One or more foreign entities may merge with one or more domestic entities in accordance with Section 10A-1-8.02, and a foreign entity may convert to a domestic entity, or a domestic entity may convert to a foreign entity in accordance with Section 10A-1-8.01 only if: (1) The merger or conversion is permitted by the law of the state or country under whose law each foreign entity is formed and each foreign entity complies with that law in effecting the merger or conversion. (2) In the case of a conversion, the foreign entity complies with the requirements of Section 10A-1-8.01. (3) In the case of a merger, the foreign entity complies with the requirements of Section 10A-1-8.02. (b) Upon the merger or conversion taking effect, the surviving foreign entity of a merger and the foreign converted entity in a conversion is deemed: (1) To consent that service of process in a proceeding to enforce any obligation or any appraisal or dissenter's rights of owners of each domestic entity a party to the merger or conversion may be made by registered mail addressed to the surviving or converted entity at the address set forth in the statement of merger or statement of conversion, as the case may be, or by any method provided by the Alabama Rules of Civil Procedure. Any notice or demand required or permitted by law to be served on the domestic entity may be served on the surviving or converted foreign entity by registered mail addressed to the surviving or converted entity at the address set forth in the plan of merger or statement of conversion, as the case may be, or in any other manner similar to the procedure provided by the Alabama Rules of Civil Procedure for the service of process;  (2) To consent to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which a converting or merging entity is liable if, before the conversion or merger, the converting or merging entity was subject to suit in this state on the debt, obligation, or other liability. If the foreign entity fails to designate or maintain a registered agent, or the designated registered agent cannot with reasonable diligence be served, then service of process on that foreign entity for the purposes of enforcing a debt, obligation, or other liability under this subsection may be made in the same manner and has the same consequences as provided in Section 10A-1-5.35; and (3) To agree that it will promptly pay to dissenting owners with appraisal or dissenter's rights, of each domestic entity that is a party to the merger or conversion the amount, if any, to which they are entitled under Alabama law. (Act 2000-211, p. 279, §5; §10-15-6; amended and renumbered by Act 2009-513, p. 967, §71; Act 2014-293, p. 1052, §1; Act 2019-94, §2.)
AL Code § 10A-2-2.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 2 - Formation and Governing Documents.|Section 10A-2-2.01 - Incorporators.

Section 10A-2-2.01Incorporators. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. One or more persons may act as the incorporator or incorporators of a corporation by signing and delivering articles of incorporation to the judge of probate of the county in which the corporation is to have its initial registered office for filing. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.01; amended and renumbered by Act 2009-513, p. 967, §89.)
AL Code § 10A-2-2.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 2 - Formation and Governing Documents.|Section 10A-2-2.02 - Supplemental Provisions Required or Permitted in Articles of Incorporation.

Section 10A-2-2.02Supplemental provisions required or permitted in 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) In addition to the information required to be set forth in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation formed under this chapter must set forth: (1) The number of shares the corporation is authorized to issue; (2) The names and addresses of the individuals who are to serve as the initial directors; and (3) The purpose or purposes for which the corporation is organized, which may be stated to be or to include the transaction of any lawful business for which corporations may be incorporated under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent with law regarding: (i) Reservation to the shareholders of the right to adopt the initial bylaws of the corporation; (ii) Managing the business and regulating the affairs of the corporation; (iii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; or (iv) A par value for authorized shares or classes of shares; (2) Any provision that under this chapter is required or permitted to be set forth in the bylaws; and (3) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (A) the amount of a financial benefit received by a director to which he or she is not entitled; (B) an intentional infliction of harm on the corporation or the shareholders; (C) a violation of Section 10A-2-8.33; (D) an intentional violation of criminal law; or (E) a breach of the director's duty of loyalty to the corporation or its shareholders. (c) The articles of incorporation need not set forth any of the corporate powers enumerated in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.02; amended and renumbered by Act 2009-513, p. 967, §89.)
AL Code § 10A-2-2.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 2 - Formation and Governing Documents.|Section 10A-2-2.03 - Incorporation.

Section 10A-2-2.03Incorporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Upon the effectiveness of the filing of the articles of incorporation as provided in Sections 10A-1-4.11 and 10A-1-4.12, corporate existence begins. (b) The judge of probate's filing of the articles of incorporation pursuant to Section 10A-1-4.02 is conclusive proof that the incorporators satisfied all conditions precedent to incorporation except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.03; amended and renumbered by Act 2009-513, p. 967, §89.)
AL Code § 10A-2-2.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 2 - Formation and Governing Documents.|Section 10A-2-2.04 - Liability for Preincorporation Transactions.

Section 10A-2-2.04Liability for preincorporation transactions. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Any person purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, is liable for all liabilities created by so acting. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.04; amended and renumbered by Act 2009-513, p. 967, §89.)
AL Code § 10A-2-2.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 2 - Formation and Governing Documents.|Section 10A-2-2.05 - Organization of Corporation.

Section 10A-2-2.05Organization of corporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After 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, unless the power to adopt initial bylaws has been reserved to the shareholders in the articles of incorporation, and carrying on any other business brought before the meeting. (b) An organization meeting may be held in or out of this state. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.05; amended and renumbered by Act 2009-513, p. 967, §89.)
AL Code § 10A-2-2.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 2 - Formation and Governing Documents.|Section 10A-2-2.06 - Bylaws.

Section 10A-2-2.06Bylaws. 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 of a corporation shall adopt initial bylaws for the corporation unless the right to adopt the initial bylaws is reserved to the shareholders in the articles of incorporation. (b) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of incorporation. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.06; amended and renumbered by Act 2009-513, p. 967, §89.)
AL Code § 10A-2-2.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 2 - Formation and Governing Documents.|Section 10A-2-2.07 - Emergency Bylaws.

Section 10A-2-2.07Emergency bylaws. 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, the board of directors of a corporation 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 shareholders, 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 consistent 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 emergency bylaws: (1) Binds the corporation; and (2) May not be used to impose liability on a corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.07; amended and renumbered by Act 2009-513, p. 967, §89.)
AL Code § 10A-2-2.08 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 2 - Formation and Governing Documents.|Section 10A-2-2.08 - Incorporation by Purchasers of Property or Franchise of Corporation.

Section 10A-2-2.08Incorporation by purchasers of property or franchise of corporation. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. The purchaser or purchasers at any sale, public or private, of the property or franchises of any corporation, if not a corporation authorized by the laws of this state to purchase and hold the property of the corporation, may, within 30 days after the sale and conveyance, become incorporated under this chapter and the purchaser or purchasers may associate with himself or herself or themselves the requisite number of other persons to become incorporated. Upon the organization of the corporation and the conveyance to it of the property and franchises of the corporation by the purchaser or purchasers, the corporation shall become, and be entitled to, and shall have, hold and enjoy, all property rights and franchises. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.08; amended and renumbered by Act 2009-513, p. 967, §89.)
AL Code § 10A-2-3.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 3 - Purposes and Powers.|Section 10A-2-3.01 - Purpose.

Section 10A-2-3.01Purpose. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Corporations may be organized under this chapter for any lawful purpose. (Act 2009-513, p. 967, §91.)
AL Code § 10A-2-3.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 3 - Purposes and Powers.|Section 10A-2-3.02 - General Powers.

Section 10A-2-3.02General powers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. Unless its articles of incorporation provide otherwise, every corporation organized under this chapter 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, without limitation, all entity powers provided in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13. (Act 2009-513, p. 967, §91.)
AL Code § 10A-2-3.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 3 - Purposes and Powers.|Section 10A-2-3.03 - Emergency Powers.

Section 10A-2-3.03Emergency powers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (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 practical manner, including by publication and radio; 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 corporate director, officer, employee, or agent. (d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-3.03; amended and renumbered by Act 2009-513, p. 967, §92.)
AL Code § 10A-2-3.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2 - Business Corporations.|Article 3 - Purposes and Powers.|Section 10A-2-3.04 - Ultra Vires.

Section 10A-2-3.04Ultra 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 anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-3.04; amended and renumbered by Act 2009-513, p. 967, §92.)
AL Code § 10A-2-11.01 (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-2-11.01 - Merger.

Section 10A-2-11.01Merger. 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 corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders, if required by Section 10A-2-11.03, approve a plan of merger. (b) The plan of merger must set forth: (1) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge; (2) The terms and conditions of the merger; and (3) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of any other corporation or into cash or other property in whole or part. (c) The plan of merger may set forth: (1) Amendments to the articles of incorporation of the surviving corporation; and (2) Other provisions relating to the merger. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.01; amended and renumbered by Act 2009-513, p. 967, §133.)
AL Code § 10A-2-11.02 (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-2-11.02 - Share Exchange.

Section 10A-2-11.02Share exchange. 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 it may be amended from time to time, a corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and, if required by Section 10A-2-11.03, the shareholders of each corporation approve the exchange. (b) The plan of exchange shall set forth all of the following: (1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation. (2) The terms and conditions of the exchange. (3) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part. (c) The plan of exchange may set forth other provisions relating to the exchange. (d) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.02; amended and renumbered by Act 2009-513, p. 967, §133; Act 2012-563, p. 1675, §1.)
AL Code § 10A-2-11.04 (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-2-11.04 - Merger of Subsidiary.

Section 10A-2-11.04Merger of subsidiary. 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 parent corporation owning at least 80 percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary. (b) The board of directors of the parent shall adopt a plan of merger that sets forth: (1) The names of the parent and subsidiary; and (2) The manner and basis of converting the shares of the subsidiary into shares, obligations, or other securities of the parent or any other corporation or into cash or other property in whole or part. (c) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing. (d) The parent may not deliver articles of merger to the Secretary of State for filing until at least 30 days after the date it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement. (e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in Section 10A-2-10.02. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.04; amended and renumbered by Act 2009-513, p. 967, §133.)
AL Code § 10A-2-11.05 (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-2-11.05 - Articles of Merger or Share Exchange.

Section 10A-2-11.05Articles 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) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of State for filing articles of merger or share exchange setting forth: (1) The plan of merger or share exchange; (2) If shareholder approval was not required, a statement to that effect; (3) If approval of the shareholders of one or more corporations party to the merger or share exchange was required: (i) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and (ii) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group; and (4) As to each domestic corporation, the county in which its articles of incorporation are filed. (b) A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.05; amended and renumbered by Act 2009-513, p. 967, §133.)