reglab/housing_qa huggingface dataset:
AL Code § 10A-2A-7.09 (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-7.09 - Remote Participation in Stockholders' Meetings; Meetings Held Solely by Remote Participation.

Section 10A-2A-7.09Remote participation in stockholders' meetings; meetings held solely by remote participation.  (a) Stockholders of any class or series of stock may participate in any meeting of stockholders by means of remote communication to the extent the board of directors authorizes participation for that class or series. Participation as a stockholder by means of remote communication shall be subject to guidelines and procedures as the board of directors adopts, and shall be in conformity with subsection (b). (b) Stockholders participating in a stockholders' meeting by means of remote communication shall be deemed present and may vote at that meeting if the corporation has implemented reasonable measures: (1) to verify that each person participating remotely as a stockholder is a stockholder; and (2) to provide stockholders participating remotely a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to communicate, and to read or hear the proceedings of the meeting, substantially concurrently with the proceedings. (c) Unless the certificate of incorporation or bylaws require the meeting of stockholders to be held at a place, the board of directors may determine that any meeting of stockholders shall not be held at any place and shall instead be held solely by means of remote communication, but only if the corporation implements the measures specified in subsection (b). (Act 2019-94, §1.)
AL Code § 10A-2A-7.21 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division B - Voting.|Section 10A-2A-7.21 - Voting Entitlement of Stock.

Section 10A-2A-7.21Voting entitlement of stock.  (a) Except as provided in subsections (b) and (d) or unless the certificate of incorporation provides otherwise, each outstanding share of stock, regardless of class or series, is entitled to one vote on each matter voted on at a stockholders' meeting. Only stock is entitled to vote. (b) Stock of a corporation is not entitled to vote if it is owned by or otherwise belongs to the corporation directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation. (c) Stock held by the corporation in a fiduciary capacity for the benefit of any person is entitled to vote unless it is held for the benefit of, or otherwise belongs to, the corporation directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or which is otherwise controlled by the corporation. (d) Redeemable stock is not entitled to vote after delivery of written notice of redemption is effective and a sum sufficient to redeem the stock has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the stock. (e) For purposes of this section, "voting power" means the current power to vote in the election of directors of a corporation or to elect, select, or appoint governing persons of another entity. (Act 2019-94, §1.)
AL Code § 10A-2A-7.23 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division B - Voting.|Section 10A-2A-7.23 - Stock Held by Intermediaries and Nominees.

Section 10A-2A-7.23Stock held by intermediaries and nominees. (a) A corporation's board of directors may establish a procedure under which a person on whose behalf stock is registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record stockholder by filing with the corporation a beneficial ownership certificate. The terms, conditions, and limitations of this treatment shall be specified in the procedure. To the extent that person is treated under those procedures as having rights or privileges that the record stockholder otherwise would have, the record stockholder shall not have those rights or privileges. (b) The procedure must specify: (1) the types of intermediaries or nominees to which it applies; (2) the rights or privileges that the corporation recognizes in a person with respect to whom a beneficial ownership certificate is filed; (3) the manner in which the procedure is selected which must include that the beneficial ownership certificate be signed or assented to by or on behalf of the record stockholder and the person on whose behalf the stock is held; (4) the information that must be provided when the procedure is selected; (5) the period for which selection of the procedure is effective; (6) requirements for notice to the corporation with respect to the arrangement; and (7) the form and contents of the beneficial ownership certificate. (c) The procedure may specify any other aspects of the rights and duties created by the filing of a beneficial ownership certificate. (Act 2019-94, §1.)
AL Code § 10A-2A-7.25 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division B - Voting.|Section 10A-2A-7.25 - Quorum and Voting Requirements for Voting Groups.

Section 10A-2A-7.25Quorum and voting requirements for voting groups. (a) Stock entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares of stock exists with respect to that matter. Unless the certificate of incorporation provides otherwise, stock representing a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Whenever this chapter requires a particular quorum for a specified action, the certificate of incorporation may not provide for a lower quorum. (b) Once a share of stock is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be fixed for that adjourned meeting. (c) If a quorum exists, action on a matter (other than the election of directors) by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the certificate of incorporation requires a greater number of affirmative votes. (d) An amendment of the certificate of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or subsection (c) is governed by Section 10A-2A-7.27. (e) The election of directors is governed by Section 10A-2A-7.28. (f) Whenever a provision of this chapter provides for voting of classes or series as separate voting groups, the rules provided in Section 10A-2A-10.04(c) for amendments of the certificate of incorporation apply to that provision. (Act 2019-94, §1.)
AL Code § 10A-2A-7.26 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division B - Voting.|Section 10A-2A-7.26 - Action by Single and Multiple Voting Groups.

Section 10A-2A-7.26Action by single and multiple voting groups.  (a) If the certificate of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in Section 10A-2A-7.25. (b) If the certificate of incorporation or this chapter provides for voting by two or more voting groups on a matter, action on that matter is taken only when voted upon by each of those voting groups counted separately as provided in Section 10A-2A-7.25. Action may be taken by different voting groups on a matter at different times. (Act 2019-94, §1.)
AL Code § 10A-2A-7.27 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division B - Voting.|Section 10A-2A-7.27 - Modifying Quorum or Voting Requirements.

Section 10A-2A-7.27Modifying quorum or voting requirements.  An amendment to the certificate of incorporation that adds, changes, or deletes a quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater. (Act 2019-94, §1.)
AL Code § 10A-2A-7.28 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division B - Voting.|Section 10A-2A-7.28 - Voting for Directors; Cumulative Voting.

Section 10A-2A-7.28Voting for directors; cumulative voting. (a) Unless otherwise provided in the certificate of incorporation, directors are elected by a plurality of the votes cast by the stock entitled to vote in the election at a meeting at which a quorum is present. (b) Stockholders do not have a right to cumulate their votes for directors unless the certificate of incorporation so provides. (c) A statement included in the certificate of incorporation that "[all] [a designated voting group of] stockholders are entitled to cumulate their votes for directors" (or words of similar import) means that the stockholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates. (d) Stock otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (1) the meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized; or (2) a stockholder who has the right to cumulate the stockholder's votes gives notice to the corporation not less than 48 hours before the time set for the meeting of the stockholder's intent to cumulate votes during the meeting, and if one stockholder gives this notice all other stockholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice. (Act 2019-94, §1.)
AL Code § 10A-2A-7.30 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division C - Voting Trusts and Agreements.|Section 10A-2A-7.30 - Voting Trusts.

Section 10A-2A-7.30Voting trusts. (a) One or more stockholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust (which may include anything consistent with its purpose) and transferring their stock to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of stock each transferred to the trust, and deliver copies of the list and agreement to the corporation at its principal office. (b) A voting trust becomes effective on the date the first shares of stock subject to the trust are registered in the trustee's name. (c) Limits, if any, on the duration of a voting trust shall be as set forth in the voting trust. A voting trust that became effective when this chapter provided a 10-year limit on its duration remains governed by the provisions of this section concerning duration then in effect, unless the voting trust is amended to provide otherwise by unanimous agreement of the parties to the voting trust. (Act 2019-94, §1.)
AL Code § 10A-2A-7.31 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division C - Voting Trusts and Agreements.|Section 10A-2A-7.31 - Voting Agreements.

Section 10A-2A-7.31Voting agreements. (a) Two or more stockholders may provide for the manner in which they will vote their stock by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of Section 10A-2A-7.30. (b) A voting agreement created under this section is specifically enforceable. (Act 2019-94, §1.)
AL Code § 10A-2A-7.40 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division D - Derivative Proceedings.|Section 10A-2A-7.40 - Division Definitions.

Section 10A-2A-7.40Division definitions. In this division: (1) COURT means 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. (2) DERIVATIVE ACTION means a civil suit in the right of a corporation or, to the extent provided in Section 10A-2A-7.48, in the right of a foreign corporation. (3) 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-7.41 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division D - Derivative Proceedings.|Section 10A-2A-7.41 - Right of Derivative Action.

Section 10A-2A-7.41Right of derivative action.  A stockholder may commence or maintain a derivative action in the right of a corporation to enforce a right of the corporation by complying with this division. (Act 2019-94, §1.)
AL Code § 10A-2A-7.42 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division D - Derivative Proceedings.|Section 10A-2A-7.42 - Standing.

Section 10A-2A-7.42Standing.  A stockholder may commence or maintain a derivative action in the right of the corporation only if the stockholder: (1) fairly and adequately represents the interests of the corporation in enforcing the right of the corporation; and (2) either: (A) was a stockholder of the corporation at the time of the act or omission of which the stockholder complains; or (B) whose status as a stockholder devolved upon the person by operation of law from a person who was a stockholder at the time of the act or omission of which the stockholder complains. (Act 2019-94, §1.)
AL Code § 10A-2A-7.43 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division D - Derivative Proceedings.|Section 10A-2A-7.43 - Demand.

Section 10A-2A-7.43Demand. A stockholder may commence a derivative action in the right of the corporation, if: (a) the stockholder first makes a written demand upon the corporation requesting that it bring an action to enforce the right and the corporation does not bring the action within a reasonable time; or (b) a demand under subsection (a) would be futile. (Act 2019-94, §1.)
AL Code § 10A-2A-7.44 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division D - Derivative Proceedings.|Section 10A-2A-7.44 - Pleading.

Section 10A-2A-7.44Pleading.  In a derivative action, the complaint must state with particularity: (a) the date and content of plaintiff's demand and the corporation's response by the corporation to the demand; or (b) why the demand should be excused as futile. (Act 2019-94, §1.)
AL Code § 10A-2A-7.45 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division D - Derivative Proceedings.|Section 10A-2A-7.45 - Stay of Proceedings.

Section 10A-2A-7.45Stay of proceedings. For the purpose of allowing the corporation time to undertake an inquiry into the allegations made in the demand or complaint commenced pursuant to this division, the court may stay any derivative action for the period the court deems appropriate. (Act 2019-94, §1.)
AL Code § 10A-2A-7.46 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division D - Derivative Proceedings.|Section 10A-2A-7.46 - Discontinuance or Settlement.

Section 10A-2A-7.46Discontinuance or settlement.  A derivative action may not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to stockholders of the corporation in such manner as the court directs. (Act 2019-94, §1.)
AL Code § 10A-2A-7.47 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division D - Derivative Proceedings.|Section 10A-2A-7.47 - Proceeds and Expenses.

Section 10A-2A-7.47Proceeds and expenses. (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the corporation and not to the derivative plaintiff; and (2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the corporation. (b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the corporation. (Act 2019-94, §1.)
AL Code § 10A-2A-7.48 (2021)
2021 Code of Alabama|Title 10A - Alabama Business and Nonprofit Entities Code.|Chapter 2A - Alabama Business Corporation Law.|Article 7 - Stockholders.|Division D - Derivative Proceedings.|Section 10A-2A-7.48 - Applicability to Foreign Corporations.

Section 10A-2A-7.48Applicability to foreign corporations. In any derivative action in the right of a foreign corporation, the right of a person to commence or maintain a derivative action in the right of a foreign corporation, and any matters raised in the action covered by Sections 10A-2A-7.42 through 10A-2A-7.47, shall be governed by the law of the jurisdiction under which the foreign corporation was formed; except that any matters raised in the action covered by Sections 10A-2A-7.45, 10A-2A-7.46, and 10A-2A-7.47 shall be governed by the law of this state. (Act 2019-94, §1.)
AL Code § 10A-2A-8.01 (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 A - Board of Directors.|Section 10A-2A-8.01 - Requirement for and Functions of Board of Directors.

Section 10A-2A-8.01Requirement for and functions of board of directors. (a) Except as may be provided in an agreement authorized under Section 10A-2A-7.32, each corporation shall have a board of directors. (b) Except as may be provided in an agreement authorized under Section 10A-2A-7.32, and subject to any limitation in the certificate of incorporation permitted by Section 10A-2A-2.02(b), all corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the corporation shall be managed by or under the direction, and subject to the oversight, of the board of directors. (Act 2019-94, §1.)
AL Code § 10A-2A-8.02 (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 A - Board of Directors.|Section 10A-2A-8.02 - Qualifications of Directors.

Section 10A-2A-8.02Qualifications of directors. (a) The certificate of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and be lawful. (b) A requirement that is based on a past, prospective, or current action, or expression of opinion, by a nominee for director or a director that could limit the ability of a nominee for director or a director to discharge his or her duties as a director is not a permissible qualification under this section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause. (c) A director shall be a natural person of the age of at least 19 years but need not be a resident of this state or a stockholder unless the certificate of incorporation or bylaws so prescribe. (d) A qualification for nomination for director prescribed before a person's nomination shall apply to that person at the time of nomination. A qualification for nomination for director prescribed after a person's nomination shall not apply to that person with respect to that person's nomination. (e) A qualification for director prescribed before a director has been elected or appointed may apply only at the time an individual becomes a director or may apply during a director's term. A qualification prescribed after a director has been elected or appointed shall not apply to that director before the end of that director's term. (Act 2019-94, §1.)
AL Code § 10A-2A-8.03 (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 A - Board of Directors.|Section 10A-2A-8.03 - Number and Election of Directors.

Section 10A-2A-8.03Number and election of directors.  (a) A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the certificate of incorporation or bylaws. (b) The number of directors may be increased or decreased from time to time by amendment to, or in the manner provided in, the certificate of incorporation or bylaws. (c) Except as set forth in Section 10A-2A-2.04, directors are elected at the first annual stockholders' meeting and at each annual stockholders' meeting thereafter unless elected by written consent in lieu of an annual meeting as permitted by Section 10A-2A-7.04 or unless their terms are staggered under Section 10A-2A-8.06. (Act 2019-94, §1.)
AL Code § 10A-2A-8.04 (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 A - Board of Directors.|Section 10A-2A-8.04 - Election of Directors by Certain Classes or Series of Stock.

Section 10A-2A-8.04Election of directors by certain classes or series of stock. If the certificate of incorporation or action by the board of directors pursuant to Section 10A-2A-6.02 authorizes dividing the stock into classes or series, the certificate of incorporation may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes or series of stock. A class or series (or multiple classes or series) of stock entitled to elect one or more directors is a separate voting group for purposes of the election of directors. (Act 2019-94, §1.)