reglab/housing_qa huggingface dataset:
AL Code § 10A-2A-6.23 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 6 - Stock and Distributions.|Division B - Issuance of Stock.|Section 10A-2A-6.23 - Stock Dividends.

Section 10A-2A-6.23Stock dividends. (a) Unless the certificate of incorporation provides otherwise, stock may be issued pro rata and without consideration to the corporation's stockholders or to the stockholders of one or more classes or series of stock. An issuance of stock under this subsection is a stock dividend. (b) Stock of one class or series may not be issued as a stock dividend in respect of stock of another class or series unless (i) the certificate of incorporation so authorizes, (ii) a majority of the votes entitled to be cast by the class or series to be issued approve the issuance, or (iii) there is no outstanding stock of the class or series to be issued. (c) The board of directors may fix the record date for determining stockholders entitled to a stock dividend, which date may not be retroactive. If the board of directors does not fix the record date for determining stockholders entitled to a stock dividend, the record date is the date the board of directors authorizes the stock dividend. (Act 2019-94, §1.)
AL Code § 10A-2A-6.24 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 6 - Stock and Distributions.|Division B - Issuance of Stock.|Section 10A-2A-6.24 - Stock Rights, Options, Warrants, and Awards.

Section 10A-2A-6.24Stock rights, options, warrants, and awards. (a) A corporation may issue rights, options, or warrants for the purchase of stock or other securities of the corporation. The board of directors shall determine (i) the terms and conditions upon which the rights, options, or warrants are issued and (ii) the terms, including the consideration for which the stock or other securities are to be issued. The authorization by the board of directors for the corporation to issue rights, options, or warrants constitutes authorization of the issuance of the stock or other securities for which the rights, options, or warrants are exercisable. (b) The terms and conditions of rights, options, or warrants may include restrictions or conditions that: (1) preclude or limit the exercise, transfer, or receipt of rights, options, or warrants by any person or persons owning or offering to acquire a specified number or percentage of the outstanding stock or other securities of the corporation or by any transferee or transferees of that person or persons, or (2) invalidate or void rights, options, or warrants held by that person or persons or any of that person's transferee or transferees. (c) The board of directors may authorize one or more officers to (i) designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of stock and (ii) determine, within an amount and subject to any other limitations established by the board of directors and, if applicable, the stockholders, the number of the rights, options, warrants, or other equity compensation awards and the terms of the rights, options, warrants, or awards to be received by the recipients, provided that an officer may not use that authority to designate himself or herself or any other persons as the board of directors may specify as a recipient of rights, options, warrants, or other equity compensation awards. (Act 2019-94, §1.)
AL Code § 10A-2A-6.25 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 6 - Stock and Distributions.|Division B - Issuance of Stock.|Section 10A-2A-6.25 - Form and Content of Certifications.

Section 10A-2A-6.25Form and content of certifications. (a) Stock may, but need not, be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of stockholders are identical regardless of whether their stock is represented by certificates. (b) Each stock certificate must be signed by two officers designated in the certificate of incorporation or bylaws. (c) Each certificate representing stock shall comply with Sections 10A-1-3.42, 10A-1-3.43(b), and 10A-1-3.44. (d) No certificate representing stock shall be issued in bearer form. (Act 2019-94, §1.)
AL Code § 10A-2A-6.26 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 6 - Stock and Distributions.|Division B - Issuance of Stock.|Section 10A-2A-6.26 - Uncertificated Interests.

Section 10A-2A-6.26Uncertificated interests. (a) Unless the certificate of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issuance of some or all of the shares of stock of any or all of its classes or series without certificates. The authorization does not affect shares of stock already represented by certificates until they are surrendered to the corporation. (b) Within a reasonable time after the issuance or transfer of shares of stock without certificates, the corporation shall comply with the notice requirements of Section 10A-1-3.45. (Act 2019-94, §1.)
AL Code § 10A-2A-6.27 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 6 - Stock and Distributions.|Division B - Issuance of Stock.|Section 10A-2A-6.27 - Restriction on Transfer of Stock.

Section 10A-2A-6.27Restriction on transfer of stock. (a) The certificate of incorporation, the bylaws, an agreement among stockholders, or an agreement between stockholders and the corporation may impose restrictions on the transfer or registration of transfer of stock of the corporation. A restriction does not affect stock issued before the restriction was adopted unless the holders of the stock are parties to the restriction agreement or voted in favor of the restriction. (b) A restriction on the transfer or registration of transfer of stock is valid and enforceable against the corporation, the holder, or a transferee of the holder if the restriction is authorized by this section and as provided in Section 10A-1-3.42, and its existence is noted conspicuously on the front or back of the certificate or is contained in the information required by Section 10A-1-3.45. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction. (c) A restriction on the transfer or registration of transfer of stock is authorized: (1) to maintain the corporation's status when it is dependent on the number or identity of its stockholders; (2) to preserve exemptions under federal or state securities law; or (3) for any other reasonable purpose. (d) A restriction on the transfer or registration of transfer of stock may include a restriction that: (1) obligates the stockholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted stock; (2) obligates the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted stock; (3) requires the corporation, the holders of any class or series of its stock, or other persons to approve the transfer of the restricted stock, if the requirement is not manifestly unreasonable; (4) prohibits the transfer or registration of the restricted stock to designated persons or classes of persons, if the prohibition is not manifestly unreasonable; or (5) requires the corporation to refuse to transfer the stock. (e) For purposes of this section, "stock" includes a security convertible into or carrying a right to subscribe for or acquire stock. (Act 2019-94, §1.)
AL Code § 10A-2A-6.28 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 6 - Stock and Distributions.|Division B - Issuance of Stock.|Section 10A-2A-6.28 - Expense of Issue.

Section 10A-2A-6.28Expense of issue. A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. (Act 2019-94, §1.)
AL Code § 10A-2A-6.30 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 6 - Stock and Distributions.|Division C - Subsequent Acquisition of Stock by Stockholders and Corporation.|Section 10A-2A-6.30 - Stockholders' Preemptive Rights.

Section 10A-2A-6.30Stockholders' preemptive rights.  (a) The stockholders of a corporation do not have a preemptive right to acquire the corporation's unissued stock except to the extent the certificate of incorporation so provides. (b) A statement included in the certificate of incorporation that "the corporation elects to have preemptive rights" (or words of similar effect) means that the following principles apply except to the extent the certificate of incorporation expressly provides otherwise: (1) The stockholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued stock upon the decision of the board of directors to issue them. (2) A preemptive right may be waived by a stockholder. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration. (3) There is no preemptive right with respect to: (i) stock issued as compensation to directors, officers, employees, or agents of the corporation, its subsidiaries, or affiliates; (ii) stock issued to satisfy conversion or option rights created to provide compensation to directors, officers, employees, or agents of the corporation, its subsidiaries, or affiliates; (iii) stock authorized in the certificate of incorporation that is issued within six months from the effective date of incorporation; or (iv) stock sold otherwise than for cash. (4) Holders of stock of any class or series without voting power but with preferential rights to distributions have no preemptive rights with respect to stock of any class or series. (5) Holders of stock of any class or series with voting power but without preferential rights to distributions have no preemptive rights with respect to stock of any class or series with preferential rights to distributions unless the stock with preferential rights is convertible into or carry a right to subscribe for or acquire the stock without preferential rights. (6) Stock subject to preemptive rights that is not acquired by stockholders may be issued to any person for a period of one year after being offered to stockholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the stockholders' preemptive rights. (c) For purposes of this section, "stock" includes a security convertible into or carrying a right to subscribe for or acquire stock. (Act 2019-94, §1.)
AL Code § 10A-2A-6.31 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 6 - Stock and Distributions.|Division C - Subsequent Acquisition of Stock by Stockholders and Corporation.|Section 10A-2A-6.31 - Corporation's Acquisition of Its Own Stock.

Section 10A-2A-6.31Corporation's acquisition of its own stock. (a) A corporation may acquire its own stock, and, unless otherwise provided in the certificate of incorporation, stock so acquired constitutes authorized but unissued stock. (b) If the certificate of incorporation prohibits the reissue of the acquired stock, the number of authorized shares of stock is reduced by the number of shares of stock acquired. (Act 2019-94, §1.)
AL Code § 10A-2A-7.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division A - Meetings.|Section 10A-2A-7.01 - Annual Meetings.

Section 10A-2A-7.01Annual meetings. (a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by Section 10A-2A-7.04, a corporation shall hold a meeting of stockholders annually at a time stated in or fixed in accordance with the certificate of incorporation or bylaws at which directors shall be elected. (b) Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with Section 10A-2A-7.09(c), annual meetings may be held (i) in or out of this state at the place stated in or fixed in accordance with the certificate of incorporation or bylaws or (ii) if no place is stated in or fixed in accordance with the certificate of incorporation or bylaws, at the corporation's principal office. (c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's certificate of incorporation or bylaws does not affect the validity of any corporate action. (Act 2019-94, §1.)
AL Code § 10A-2A-7.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division A - Meetings.|Section 10A-2A-7.02 - Special Meetings.

Section 10A-2A-7.02Special meetings. (a) Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws. (b) In the event that the certificate of incorporation or bylaws allow stockholders to demand a special meeting of the stockholders, then if not otherwise fixed under Section 10A-2A-7.03 or Section 10A-2A-7.07, the record date for determining stockholders entitled to demand a special meeting shall be the first date on which a signed stockholder demand is delivered to the corporation. No written demand for a special meeting shall be effective unless, within 60 days of the earliest date on which the demand delivered to the corporation as allowed by the certificate of incorporation or bylaws was signed, written demands signed by stockholders holding at least the percentage of votes specified in or fixed in accordance with the certificate of incorporation or bylaws have been delivered to the corporation. (c) Unless the board of directors determines to hold the meeting solely by means of remote participation in accordance with Section 10A-2A-7.09(c), special meetings of stockholders may be held (i) in or out of this state at the place stated in or fixed in accordance with the certificate of incorporation or bylaws or (ii) if no place is stated in or fixed in accordance with the certificate of incorporation or bylaws, at the corporation's principal office. (d) Only business within the purpose or purposes described in the meeting notice required by Section 10A-2A-7.05(c) may be conducted at a special meeting of stockholders.  (Act 2019-94, §1.)
AL Code § 10A-2A-7.03 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division A - Meetings.|Section 10A-2A-7.03 - Court-Ordered Meetings.

Section 10A-2A-7.03Court-ordered meetings. (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 summarily order a meeting to be held: (1) on application of any stockholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within the earlier of 12 months after the end of the corporation's fiscal year or 15 months after its last annual meeting; or (2) on application of one or more stockholders who signed a demand for a special meeting valid under Section 10A-2A-7.02, if: (i) notice of the special meeting was not given within 30 days after the first day on which the requisite number of demands have been delivered to the corporation; or (ii) the special meeting was not held in accordance with the notice. (b) The court may fix the time and place of the meeting, determine the stock entitled to participate in the meeting, specify a record date or dates for determining stockholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting (or direct that the stock represented at the meeting constitute a quorum for action on those matters), and enter other orders necessary to accomplish the purpose or purposes of the meeting. (c) For purposes of subsection (a)(1), "stockholder" means a record stockholder, a beneficial stockholder, and an unrestricted voting trust beneficial owner. (Act 2019-94, §1; Act 2020-73, §7.)
AL Code § 10A-2A-7.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division A - Meetings.|Section 10A-2A-7.05 - Notice of Meeting.

Section 10A-2A-7.05Notice of meeting. (a) A corporation shall notify stockholders of the place, if any, date, and time of each annual and special stockholders' meeting no fewer than 10 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to Section 10A-2A-7.09 for holders of any class or series of stock, the notice to the holders of that class or series of stock must describe the means of remote communication to be used. The notice must include the record date for determining the stockholders entitled to vote at the meeting, if that date is different from the record date for determining stockholders entitled to notice of the meeting. Unless this chapter or the certificate of incorporation requires otherwise, the corporation is required to give notice only to stockholders entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting. (b) Unless this chapter or the certificate of incorporation requires otherwise, the notice of an annual meeting of stockholders need not include a description of the purpose or purposes for which the meeting is called. (c) Notice of a special meeting of stockholders must include a description of the purpose or purposes for which the meeting is called. (d) If not otherwise fixed under Section 10A-2A-7.03 or Section 10A-2A-7.07, the record date for determining stockholders entitled to notice of and to vote at an annual or special stockholders' meeting is the day before the first notice is delivered to stockholders. (e) Unless the certificate of incorporation or bylaws require otherwise, if an annual or special stockholders' meeting is adjourned to a different place, if any, date, or time, notice need not be given of the new place, if any, date, or time if the new place, if any, date, or time is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 10A-2A-7.07, however, notice of the adjourned meeting shall be given under this section to stockholders entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting. (Act 2019-94, §1.)
AL Code § 10A-2A-7.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division A - Meetings.|Section 10A-2A-7.06 - Waiver of Notice.

Section 10A-2A-7.06Waiver of notice. (a) A stockholder may waive any notice required by this chapter or the certificate of incorporation or bylaws, before or after the date and time stated in the notice. The waiver must be in writing, be signed by the stockholder entitled to the notice, and be delivered to the corporation for filing by the corporation with the minutes or corporate records. (b) A stockholder's attendance at a meeting: (1) waives objection to lack of notice or defective notice of the meeting, unless the stockholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and (2) waives objection to consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the stockholder objects to considering the matter when it is presented. (Act 2019-94, §1.)
AL Code § 10A-2A-7.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division A - Meetings.|Section 10A-2A-7.07 - Record Date for Meeting.

Section 10A-2A-7.07Record date for meeting. (a) The certificate of incorporation or bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups to determine the stockholders entitled to notice of a stockholders' meeting, to demand a special meeting, to vote, or to take any other action. If the certificate of incorporation or bylaws do not fix or provide for fixing a record date, the board of directors may fix the record date. (b) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of stockholders and may not be retroactive. (c) A determination of stockholders entitled to notice of or to vote at a stockholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. (d) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date or dates continues in effect or it may fix a new record date or dates. (e) The record dates for a stockholders' meeting fixed by or in the manner provided in the certificate of incorporation or bylaws or by the board of directors shall be the record date for determining stockholders entitled both to notice of and to vote at the stockholders' meeting, unless in the case of a record date fixed by the board of directors and to the extent not prohibited by the certificate of incorporation or bylaws, the board of directors, at the time it fixes the record date for stockholders entitled to notice of the meeting, fixes a later record date on or before the date of the meeting to determine the stockholders entitled to vote at the meeting. (Act 2019-94, §1.)
AL Code § 10A-2A-7.08 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division A - Meetings.|Section 10A-2A-7.08 - Conduct of Meeting.

Section 10A-2A-7.08Conduct of meeting. Unless the certificate of incorporation or bylaws provide otherwise, a meeting of the stockholders shall be conducted as follows: (a) At each meeting of stockholders, a chair shall preside. The chair shall be appointed by the board of directors. (b) The board of directors shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting. (c) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes to ballots, proxies or votes may be accepted. (Act 2019-94, §1.)