reglab/housing_qa huggingface dataset:
AL Code § 10A-2A-9.11 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 9 - Conversions.|Division B - Conversion.|Section 10A-2A-9.11 - Conversion.

Section 10A-2A-9.11Conversion.  (a) An organization other than a corporation may convert to a corporation, and a corporation may convert to an organization other than a corporation pursuant to this article, and a plan of conversion, if: (1) the governing statute of the organization that is not a corporation authorizes the conversion; (2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and (3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion. (b) A plan of conversion must be in writing and must include: (1) the name, type of organization, and mailing address of the principal office of the converting organization and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion; (2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion; (3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-9A-10.02(c); and (4) the organizational documents of the converted organization. (c) In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled. (d) In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law. (e) The terms of a plan of conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with Section 10A-2A-1.20(c). (Act 2019-94, §1.)
AL Code § 10A-2A-9.12 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 9 - Conversions.|Division B - Conversion.|Section 10A-2A-9.12 - Action on a Plan of Conversion.

Section 10A-2A-9.12Action on a plan of conversion.  In the case of a conversion of a corporation the plan of conversion shall be adopted in the following manner: (a) The plan of conversion shall first be adopted by the board of directors. (b) The plan of conversion shall then be approved by the stockholders. In submitting the plan of conversion to the stockholders for their approval, the board of directors must recommend that the stockholders approve the plan, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding. (c) The board of directors may set conditions for approval of the plan of conversion by the stockholders or the effectiveness of the plan of conversion. (d) If the approval of the stockholders is to be given at a meeting, the corporation shall notify each stockholder, regardless of whether entitled to vote, of the meeting of stockholders at which the plan of conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the organizational documents of the converted organization which are to be in writing as they will be in effect immediately after the conversion. (e) Unless the certificate of incorporation, or the board of directors acting pursuant to subsection (c), requires a greater vote or a greater quorum, approval of the plan of conversion requires (i) the approval of the stockholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and (ii) the approval of each class or series of stock voting as a separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the plan by that voting group. (f) If as a result of the conversion one or more stockholders of the converting corporation would become subject to personal liability, approval of the plan of conversion shall require the signing in connection with the transaction, by each stockholder who would become subject to personal liability, of a separate written consent to become subject to personal liability. (Act 2019-94, §1.)
AL Code § 10A-2A-9.14 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 9 - Conversions.|Division B - Conversion.|Section 10A-2A-9.14 - Amendment of Plan of Conversion; Abandonment.

Section 10A-2A-9.14Amendment of plan of conversion; abandonment. (a) A plan of conversion of a converting organization that is a corporation may be amended: (1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) in the manner provided in the plan, except that if the plan has been approved by the stockholders that were entitled to vote on, consent to, or approve of the plan, then those stockholders are entitled to vote on, consent to, or approve of any amendment of the plan that will change: (i) the amount or kind of eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing, to be received by any of the stockholders of the converting corporation under the plan; (ii) the organizational documents of the converted organization that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the eligible interest holders of the converted organization under its governing statute or organizational documents; or (iii) any other terms or conditions of the plan, if the change would adversely affect the stockholders in any material respect. (b) After a plan of conversion has been approved by a converting organization that is a corporation in the manner required by this Division B of this Article 9 and before the statement of conversion becomes effective, the plan may be abandoned by the corporation without action by its stockholders in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, in the manner determined by the board of directors. (c) If a conversion is abandoned after the statement of conversion has been delivered to the Secretary of State for filing and before the statement of conversion becomes effective, a statement of abandonment, signed by the converting organization, must be delivered to the Secretary of State for filing before the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain: (1) the name of the converting organization; (2) the date on which the statement of conversion was filed by the Secretary of State; and (3) a statement that the conversion has been abandoned in accordance with this section. (Act 2019-94, §1.)
AL Code § 10A-2A-9.16 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 9 - Conversions.|Division B - Conversion.|Section 10A-2A-9.16 - Nonexclusive.

Section 10A-2A-9.16Nonexclusive. This article is not exclusive. This article does not preclude a corporation from converting under law other than this chapter. (Act 2019-94, §1.)
AL Code § 10A-2A-10.01 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 10 - Amendment of Certificate of Incorporation and Bylaws.|Division A - Amendment of Certificate of Incorporation.|Section 10A-2A-10.01 - Authority to Amend.

Section 10A-2A-10.01Authority to amend.  (a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the certificate of incorporation. Whether a provision is required or permitted in the certificate of incorporation is determined as of the effective date of the amendment. (b) A stockholder of the corporation does not have a vested property right resulting from any provision in the certificate of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation. (Act 2019-94, §1.)
AL Code § 10A-2A-10.02 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 10 - Amendment of Certificate of Incorporation and Bylaws.|Division A - Amendment of Certificate of Incorporation.|Section 10A-2A-10.02 - Amendment Before Issuance of Stock.

Section 10A-2A-10.02Amendment before issuance of stock.  If a corporation has not yet issued stock, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation's certificate of incorporation. (Act 2019-94, §1.)
AL Code § 10A-2A-10.04 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 10 - Amendment of Certificate of Incorporation and Bylaws.|Division A - Amendment of Certificate of Incorporation.|Section 10A-2A-10.04 - Voting on Amendments by Voting Groups.

Section 10A-2A-10.04Voting on amendments by voting groups.  (a) The holders of the outstanding stock of a class are entitled to vote as a separate voting group (if stockholder voting is otherwise required by this chapter) on a proposed amendment to the certificate of incorporation if the amendment would: (1) effect an exchange or reclassification of all or part of the stock of the class into stock of another class; (2) effect an exchange or reclassification, or create the right of exchange, of all or part of the stock of another class into stock of the class; (3) change the rights, preferences, or limitations of all or part of the stock of the class; (4) change the stock of all or part of the class into a different number of shares of stock of the same class; (5) create a new class of stock having rights or preferences with respect to distributions that are prior or superior to the stock of the class; (6) increase the rights, preferences, or number of authorized shares of stock of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the stock of the class; (7) limit or deny an existing preemptive right of all or part of the stock of the class; or (8) cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the stock of the class. (b) If a proposed amendment would affect a series of a class of stock in one or more of the ways described in subsection (a), the holders of stock of that series are entitled to vote as a separate voting group on the proposed amendment. (c) If a proposed amendment that entitles the holders of two or more classes or series of stock to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of stock of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the certificate of incorporation or added as a condition by the board of directors pursuant to Section 10A-2A-10.03(c). (d) A class or series of stock is entitled to the voting rights granted by this section even if the certificate of incorporation provides that the stock is nonvoting stock. (Act 2019-94, §1.)
AL Code § 10A-2A-10.05 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 10 - Amendment of Certificate of Incorporation and Bylaws.|Division A - Amendment of Certificate of Incorporation.|Section 10A-2A-10.05 - Amendment by Board of Directors.

Section 10A-2A-10.05Amendment by board of directors.  Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt amendments to the corporation's certificate of incorporation without stockholder approval: (a) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law; (b) to delete the names and addresses of the incorporators or initial directors; (c) to delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State; (d) if the corporation has only one class of stock outstanding: (1) to change each issued and unissued authorized share of stock of the class into a greater number of whole shares of stock of that class; or (2) to increase the number of authorized shares of stock of the class to the extent necessary to permit the issuance of stock as a stock dividend; (e) to change the corporate name, provided that the name complies with Article 5 of Chapter 1; (f) to reflect a reduction in authorized stock, as a result of the operation of Section 10A-2A-6.31(b), when the corporation has acquired its own stock and the certificate of incorporation prohibits the reissue of the acquired stock; (g) to delete a class of stock from the certificate of incorporation, as a result of the operation of Section 10A-2A-6.31(b), when there is no remaining stock of the class because the corporation has acquired all stock of the class and the certificate of incorporation prohibits the reissue of the acquired stock; or (h) to take actions expressly permitted by Section 10A-2A-6.02 to be made without stockholder approval. (Act 2019-94, §1.)
AL Code § 10A-2A-10.06 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 10 - Amendment of Certificate of Incorporation and Bylaws.|Division A - Amendment of Certificate of Incorporation.|Section 10A-2A-10.06 - Certificate of Amendment.

Section 10A-2A-10.06Certificate of amendment. 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 B of Article 3 of Chapter 1: (a) After an amendment to the certificate of incorporation has been adopted and approved in the manner required by this chapter and by the certificate of incorporation, the corporation shall deliver to the Secretary of State for filing a certificate of amendment, which must set forth: (1) the name of the corporation; (2) the text of each amendment adopted, or the information required by Section 10A-2A-1.20(c)(5); (3) if an amendment provides for an exchange, reclassification, or cancellation of issued stock, provisions for implementing the amendment if not contained in the amendment itself, (which may be made dependent upon facts objectively ascertainable outside the certificate of amendment in accordance with Section 10A-2A-1.20(c)(5)); (4) the date of each amendment's adoption; and (5) if an amendment: (i) was adopted by the incorporators or board of directors without stockholder approval, a statement that the amendment was duly adopted by the incorporators or by the board of directors, as the case may be, and that stockholder approval was not required; (ii) required approval by the stockholders, a statement that the amendment was duly approved by the stockholders in the manner required by this chapter and by the certificate of incorporation; or (iii) is being filed pursuant to Section 10A-2A-1.20(c)(5), a statement to that effect. (b) A certificate of amendment shall take effect at the effective date determined in accordance with Article 4 of Chapter 1. (Act 2019-94, §1.)
AL Code § 10A-2A-10.07 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 10 - Amendment of Certificate of Incorporation and Bylaws.|Division A - Amendment of Certificate of Incorporation.|Section 10A-2A-10.07 - Restated Certificate of Incorporation.

Section 10A-2A-10.07Restated 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 Division B of Article 3 of Chapter 1: (a) A corporation's board of directors may restate its certificate of incorporation at any time, without stockholder approval, to consolidate all amendments into a single document. (b) If the restated certificate of incorporation includes one or more new amendments that require stockholder approval, the amendments shall be adopted and approved as provided in Section 10A-2A-10.03. (c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of State for filing a certificate of restatement setting forth: (1) the name of the corporation; (2) the text of the restated certificate of incorporation; (3) a statement that the restated certificate of incorporation consolidates all amendments into a single document; and (4) if a new amendment is included in the restated certificate of incorporation, the statements required under Section 10A-2A-10.06 with respect to the new amendment. (d) The duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to the certificate of incorporation. (e) The Secretary of State may certify the restated certificate of incorporation as the certificate of incorporation currently in effect, without including the statements required by subsection (c)(4). (Act 2019-94, §1.)
AL Code § 10A-2A-10.08 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 10 - Amendment of Certificate of Incorporation and Bylaws.|Division A - Amendment of Certificate of Incorporation.|Section 10A-2A-10.08 - Amendment Pursuant to Reorganization.

Section 10A-2A-10.08Amendment pursuant to reorganization.  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 B of Article 3 of Chapter 1: (a) A corporation's certificate of incorporation may be amended without action by the board of directors or stockholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under the authority of a law of the United States if the certificate of incorporation after the amendment only contains provisions required or permitted by Section 10A-2A-2.02. (b) The individual or individuals designated by the court shall deliver to the Secretary of State for filing a certificate of amendment setting forth: (1) the name of the corporation; (2) the text of each amendment approved by the court; (3) the date of the court's order or decree approving the certificate of amendment; (4) the title of the reorganization proceeding in which the order or decree was entered; and (5) a statement that the court had jurisdiction of the proceeding under federal statute. (c) Stockholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan. (d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. (Act 2019-94, §1.)
AL Code § 10A-2A-10.09 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 10 - Amendment of Certificate of Incorporation and Bylaws.|Division A - Amendment of Certificate of Incorporation.|Section 10A-2A-10.09 - Effect of Amendment.

Section 10A-2A-10.09Effect of amendment.  (a) An amendment to the certificate of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the stockholders. An amendment changing a corporation's name does not affect a proceeding brought by or against the corporation in its former name. (b) A stockholder who becomes subject to new personal liability in respect of the corporation as a result of an amendment to the certificate of incorporation shall have that new personal liability only in respect of interest holder liabilities that arise after the amendment becomes effective. (c) Except as otherwise provided in the certificate of incorporation of the corporation, the personal liability of a stockholder who had personal liability in respect of the corporation before the amendment becomes effective and has new personal liability after the amendment becomes effective shall be as follows: (1) The amendment does not discharge that prior personal liability with respect to any interest holder liabilities that arose before the amendment becomes effective. (2) The provisions of the certificate of incorporation relating to personal liability as in effect immediately prior to the amendment shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subsection (c)(1), as if the amendment had not occurred. (3) The stockholder shall have the rights of contribution from other persons as are provided by the certificate of incorporation relating to personal liability as in effect immediately prior to the amendment with respect to any interest holder liabilities preserved by subsection (c)(1), as if the amendment had not occurred. (4) The stockholder shall not, by reason of any prior personal liability, have personal liability with respect to any interest holder liabilities that arise after the amendment becomes effective. (Act 2019-94, §1.)
AL Code § 10A-2A-10.20 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 10 - Amendment of Certificate of Incorporation and Bylaws.|Division B - Amendment of Bylaws.|Section 10A-2A-10.20 - Authority to Amend.

Section 10A-2A-10.20Authority to amend.  (a) A corporation's stockholders may amend or repeal the corporation's bylaws. (b) A corporation's board of directors may amend or repeal the corporation's bylaws, unless: (1) the certificate of incorporation, Section 10A-2A-10.21 or, if applicable, Section 10A-2A-10.22, reserves that power exclusively to the stockholders in whole or part; or (2) except as provided in Section 10A-2A-2.05(d), the stockholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or adopt that bylaw. (c) A stockholder of the corporation does not have a vested property right resulting from any provision in the bylaws. (Act 2019-94, §1.)