reglab/housing_qa huggingface dataset:
AL Code § 10A-2A-8.41 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division D - Officers.|Section 10A-2A-8.41 - Functions of Officers.

Section 10A-2A-8.41Functions of officers.  Each officer has the authority and shall perform the functions set forth in the certificate of incorporation or bylaws or, to the extent consistent with the certificate of incorporation or bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers. (Act 2019-94, §1.)
AL Code § 10A-2A-8.42 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division D - Officers.|Section 10A-2A-8.42 - Standards of Conduct for Officers.

Section 10A-2A-8.42Standards of conduct for officers.  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 Division C of Article 3 of Chapter 1: (a) An officer, when performing in his or her capacity as such, has the duty to act: (1) in good faith; (2) with the care that a person in a like position would reasonably exercise under similar circumstances; and (3) in a manner the officer reasonably believes to be in the best interests of the corporation. (b) The duty of an officer includes the obligation: (1) to inform the superior officer to whom, or the board of directors or the board committee to which, the officer reports of information about the affairs of the corporation known to the officer, within the scope of the officer's functions, and known to the officer to be material to that superior officer, board of directors or board committee; and (2) to inform his or her superior officer, or another appropriate person within the corporation, or the board of directors, or a board committee, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur. (c) In discharging an officer's duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on: (1) the performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or (2) information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters (i) within the particular person's professional or expert competence or (ii) as to which the particular person merits confidence. (d) An officer shall not be liable to the corporation or its stockholders for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in each instance on applicable law, including those principles of Section 10A-2A-8.31 that have relevance. (Act 2019-94, §1.)
AL Code § 10A-2A-8.43 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division D - Officers.|Section 10A-2A-8.43 - Resignation and Removal of Officers.

Section 10A-2A-8.43Resignation and removal of officers. 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 Division C of Article 3 of Chapter 1: (a) An officer may resign at any time by delivering a written notice to the board of directors, its chair, the appointing officer, the secretary, or the corporation. A resignation is effective as provided in Section 10A-2A-1.41(i) unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer accepts the delay, the board of directors or the appointing officer may fill the pending vacancy before the delayed effectiveness but the new officer may not take office until the vacancy occurs. (b) An officer may be removed at any time with or without cause by (i) the board of directors; (ii) the appointing officer, unless the certificate of incorporation, bylaws, or the board of directors provide otherwise; or (iii) any other officer if authorized by the certificate of incorporation, bylaws, or the board of directors. (c) In this section, "appointing officer" means the officer (including any successor to that officer) who appointed the officer resigning or being removed. (Act 2019-94, §1.)
AL Code § 10A-2A-8.44 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division D - Officers.|Section 10A-2A-8.44 - Contract Rights of Officers.

Section 10A-2A-8.44Contract rights of officers. (a) The election or appointment of an officer does not itself create contract rights. (b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. (Act 2019-94, §1.)
AL Code § 10A-2A-8.50 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division E - Indemnification and Advance for Expenses.|Section 10A-2A-8.50 - Division Definitions.

Section 10A-2A-8.50Division definitions. In this division: (1) "Corporation" includes any domestic or foreign predecessor entity of a corporation. (2) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer. (3) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or expenses incurred with respect to a proceeding. (4) "Official capacity" means: (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an officer, as contemplated in Section 10A-2A-8.56, the office in a corporation held by the officer. "Official capacity" does not include service for any other corporation or foreign corporation or any joint venture, trust, employee benefit plan, or other entity. (5) "Party" means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding. (6) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal. (Act 2019-94, §1.)
AL Code § 10A-2A-8.51 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division E - Indemnification and Advance for Expenses.|Section 10A-2A-8.51 - Permissible Indemnification.

Section 10A-2A-8.51Permissible indemnification.  (a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if: (1) (i) the director conducted himself or herself in good faith; and (ii) the director reasonably believed: (A) in the case of conduct in an official capacity, that his or her conduct was in the best interests of the corporation; and (B) in all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and (iii) in the case of any criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful; or (2) the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the certificate of incorporation (as authorized by Section 10A-2A-2.02(b)(5)). (b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (a)(1)(ii)(B). (c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section. (d) Unless ordered by a court under Section 10A-2A-8.54(a)(3), a corporation may not indemnify a director: (1) in connection with a proceeding by or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a); or (2) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which he or she was not entitled, regardless of whether it involved action in the director's official capacity. (Act 2019-94, §1.)
AL Code § 10A-2A-8.52 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division E - Indemnification and Advance for Expenses.|Section 10A-2A-8.52 - Mandatory Indemnification.

Section 10A-2A-8.52Mandatory indemnification.  A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred by the director in connection with the proceeding. (Act 2019-94, §1.)
AL Code § 10A-2A-8.53 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division E - Indemnification and Advance for Expenses.|Section 10A-2A-8.53 - Advance for Expenses.

Section 10A-2A-8.53Advance for expenses. (a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director if the director delivers to the corporation a signed written undertaking of the director to repay any funds advanced if (i) the director is not entitled to mandatory indemnification under Section 10A-2A-8.52 and (ii) it is ultimately determined under Section 10A-2A-8.54 or Section 10A-2A-8.55 that the director is not entitled to indemnification. (b) The undertaking required by subsection (a) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment. (c) Authorizations under this section shall be made: (1) by the board of directors: (i) if there are two or more qualified directors, by a majority vote of all the qualified directors (a majority of whom shall for that purpose constitute a quorum) or by a majority of the members of a committee consisting solely of two or more qualified directors appointed by a majority vote of qualified directors; or (ii) if there are fewer than two qualified directors, by the vote necessary for action by the board of directors in accordance with Section 10A-2A-8.24(c), in which authorization directors who are not qualified directors may participate; or (2) by the stockholders, but stock owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization. (Act 2019-94, §1.)
AL Code § 10A-2A-8.54 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division E - Indemnification and Advance for Expenses.|Section 10A-2A-8.54 - Court-Ordered Indemnification and Advance for Expenses.

Section 10A-2A-8.54Court-ordered indemnification and advance for expenses. (a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall: (1) order indemnification if the court determines that the director is entitled to mandatory indemnification under Section 10A-2A-8.52; (2) order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by Section 10A-2A-8.58(a); or (3) order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable (i) to indemnify the director, or (ii) to advance expenses to the director, even if, in the case of (i) or (ii), he or she has not met the relevant standard of conduct set forth in Section 10A-2A-8.51(a), failed to comply with Section 10A-2A-8.53 or was adjudged liable in a proceeding referred to in Section 10A-2A-8.51(d)(1) or Section 10A-2A-8.51(d)(2), but if the director was adjudged so liable indemnification shall be limited to expenses incurred in connection with the proceeding. (b) If the court determines that the director is entitled to indemnification under subsection (a)(1) or to indemnification or advance for expenses under subsection (a)(2), it shall also order the corporation to pay the director's expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3), it may also order the corporation to pay the director's expenses to obtain court-ordered indemnification or advance for expenses. (Act 2019-94, §1.)
AL Code § 10A-2A-8.55 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division E - Indemnification and Advance for Expenses.|Section 10A-2A-8.55 - Determination and Authorization of Indemnification.

Section 10A-2A-8.55Determination and authorization of indemnification. (a) A corporation may not indemnify a director under Section 10A-2A-8.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in Section 10A-2A-8.51. (b) The determination shall be made: (1) if there are two or more qualified directors, by the board of directors by a majority vote of all the qualified directors (a majority of whom shall for that purpose constitute a quorum), or by a majority of the members of a committee of two or more qualified directors appointed by a majority vote of qualified directors; (2) by special legal counsel: (i) selected in the manner prescribed in subsection (b)(1); or (ii) if there are fewer than two qualified directors, selected by the board of directors (in which selection directors who are not qualified directors may participate); or (3) by the stockholders, but stock owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination. (c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible except that if there are fewer than two qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subsection (b)(2)(ii). (Act 2019-94, §1.)
AL Code § 10A-2A-8.56 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division E - Indemnification and Advance for Expenses.|Section 10A-2A-8.56 - Indemnification of Officers.

Section 10A-2A-8.56Indemnification of officers.  (a) A corporation may indemnify and advance expenses under this Division E of this Article 8 to an officer who is a party to a proceeding because he or she is an officer (1) to the same extent as a director; and (2) if he or she is an officer but not a director, to such further extent as may be provided by the certificate of incorporation or the bylaws, or by a resolution adopted or a contract approved by the board of directors or stockholders, except for (i) liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding, or (ii) liability arising out of conduct that constitutes (A) receipt by the officer of a financial benefit to which he or she is not entitled, (B) an intentional infliction of harm on the corporation or the stockholders, or (C) an intentional violation of criminal law. (b) Subsection (a)(2) shall apply to an officer who is also a director if he or she is made a party to the proceeding based on an act or omission solely as an officer. (c) An officer who is not a director is entitled to mandatory indemnification under Section 10A-2A-8.52, and may apply to a court under Section 10A-2A-8.54 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those sections. (Act 2019-94, §1.)
AL Code § 10A-2A-8.57 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division E - Indemnification and Advance for Expenses.|Section 10A-2A-8.57 - Insurance.

Section 10A-2A-8.57Insurance.  A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another corporation or foreign corporation or a joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director or officer, regardless of whether the corporation would have power to indemnify or advance expenses to the individual against the same liability under this Division E of this Article 8. (Act 2019-94, §1.)
AL Code § 10A-2A-8.59 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division E - Indemnification and Advance for Expenses.|Section 10A-2A-8.59 - Exclusivity of Division.

Section 10A-2A-8.59Exclusivity of division.  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 Division A of Article 6 of Chapter 1, a corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this Division E of this Article 8. (Act 2019-94, §1.)
AL Code § 10A-2A-8.60 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 8 - Directors and Officers.|Division F - Interested Directors; Quorum.|Section 10A-2A-8.60 - Interested Directors; Quorum. 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-8.60Interested directors; quorum.  (a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other entity in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee which authorizes the contract or transaction, or solely because the director's or officer's votes are counted for that purpose, if: (1) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the qualified directors, even though the qualified directors be less than a quorum; or (2) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee, or the stockholders. (b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction. (Act 2019-94, §1.)