reglab/statecodes huggingface dataset:
2023 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-7.06
Waiver 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.)
2023 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-7.07
Record 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.)
2023 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-7.08
Conduct 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.)
2023 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-7.09
Remote 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.)
2023 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-7.21
Voting 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.)
2023 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-7.23
Stock 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.)
2023 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-7.25
Quorum 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.)
2023 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-7.26
Action 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.)
2023 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-7.27
Modifying 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.)
2023 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-7.28
Voting 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.)
2023 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-7.30
Voting 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.)
2023 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-7.31
Voting 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.)
2023 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-7.40
Division 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.)
2023 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-7.41
Right 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.)
2023 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-7.42
Standing.
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.)
2023 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-7.43
Demand.
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.)
2023 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-7.44
Pleading.
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.)
2023 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-7.45
Stay 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.)
2023 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-7.46
Discontinuance 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.)
2023 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-7.47
Proceeds 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.)
2023 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-7.48
Applicability 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.)
2023 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-8.01
Requirement 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.)
2023 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-8.02
Qualifications 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.)
2023 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-8.03
Number 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.)
2023 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-8.04
Election 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.)
2023 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-8.05 - Terms of Directors Generally.

Section 10A-2A-8.05
Terms of directors generally.
(a) The terms of the initial directors of a corporation expire at the first stockholders' meeting at which directors are elected.
(b) The terms of all other directors expire at the next, or if their terms are staggered in accordance with Section 10A-2A-8.06, at the applicable second or third, annual stockholders' meeting following their election, except to the extent (i) provided in Section 10A-2A-10.22 if a bylaw electing to be governed by that section is in effect, or (ii) a shorter term is specified in the certificate of incorporation in the event of a director nominee failing to receive a specified vote for election.
(c) A decrease in the number of directors does not shorten an incumbent director's term.
(d) Except as set forth in the next sentence of this subsection, the term of a director elected to fill a vacancy expires at the next stockholders' meeting at which directors are elected. The term of a director elected to fill a vacancy in a corporation, the directors of which have been divided into groups under Section 10A-2A-8.06, shall hold office until the next election of the group for which that group of directors has been chosen, and until their successors shall be elected and qualified.
(e) Except to the extent otherwise provided in the certificate of incorporation or under Section 10A-2A-10.22 if a bylaw electing to be governed by that section is in effect, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or there is a decrease in the number of directors.
(Act 2019-94, §1.)
2023 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-8.06 - Staggered Terms for Directors.

Section 10A-2A-8.06
Staggered terms for directors.
The certificate of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing half or one-third of the total, as near as may be practicable. In that event, the terms of directors in the first group expire at the first annual stockholders' meeting after their election, the terms of the second group expire at the second annual stockholders' meeting after their election, and the terms of the third group, if any, expire at the third annual stockholders' meeting after their election. At each annual stockholders' meeting held thereafter, directors shall be elected for a term of two years or three years, as the case may be, to succeed those whose terms expire.
(Act 2019-94, §1.)
2023 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-8.07 - Resignation of Directors.

Section 10A-2A-8.07
Resignation of directors.
(a) A director may resign at any time by delivering a written notice of resignation to the board of directors or its chair, to the secretary, or to the corporation.
(b) A resignation is effective as provided in Section 10A-2A-1.41(i) unless the resignation provides for a delayed effectiveness, including effectiveness determined upon a future event or events. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.
(Act 2019-94, §1.)
2023 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-8.08 - Removal of Directors by Stockholders.

Section 10A-2A-8.08
Removal of directors by stockholders.
(a) The stockholders may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only for cause.
(b) If a director is elected by a voting group of stockholders, only the stockholders of that voting group may participate in the vote to remove that director.
(c) A director may be removed if the number of votes cast to remove exceeds the number of votes cast not to remove the director, except to the extent the certificate of incorporation or bylaws require a greater number; provided that if cumulative voting is authorized, a director may not be removed if, in the case of a meeting, the number of votes sufficient to elect the director under cumulative voting is voted against removal and, if in the case of an action by written consent, the action is taken by less than unanimous consent.
(d) A director may be removed by the stockholders only at a meeting called for the purpose of removing the director and the meeting notice must state that removal of the director is a purpose of the meeting.
(Act 2019-94, §1.)
2023 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-8.09 - Removal of Directors by Judicial Proceeding.

Section 10A-2A-8.09
Removal of directors by judicial proceeding.
(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 remove a director from office or may order other relief, including barring the director from reelection for a period prescribed by the court, in a proceeding commenced by or in the right of the corporation if the court finds that (i) the director engaged in fraudulent conduct with respect to the corporation or its stockholders, grossly abused the position of director, or intentionally inflicted harm on the corporation; and (ii) considering the director's course of conduct and the inadequacy of other available remedies, removal or such other relief would be in the best interest of the corporation.
(b) A stockholder proceeding on behalf of the corporation under subsection (a) shall comply with all of the requirements of Division D of Article 7, except clause (2) of Section 10A-2A-7.42.
(Act 2019-94, §1; Act 2020-73, §7.)
2023 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-8.10 - Vacancy on Board of Directors.

Section 10A-2A-8.10
Vacancy on board of directors.
(a) Unless the certificate of incorporation provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors:
(1) the stockholders may fill the vacancy;
(2) the board of directors may fill the vacancy; or
(3) if the directors remaining in office are less than a quorum, they may fill the vacancy by the affirmative vote of a majority of all the directors remaining in office.
(b) If the vacant office was held by a director elected by a voting group of stockholders, only the holders of stock of that voting group are entitled to vote to fill the vacancy if it is filled by the stockholders, and only the remaining directors elected by that voting group, even if less than a quorum, are entitled to fill the vacancy if it is filled by the directors.
(c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section 10A-2A-8.07(b) or otherwise) may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
(Act 2019-94, §1.)
2023 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-8.11 - Compensation of Directors.

Section 10A-2A-8.11
Compensation of directors.
Unless the certificate of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.20 - Meetings.

Section 10A-2A-8.20
Meetings.
(a) The board of directors may hold regular or special meetings in or out of this state.
(b) Unless restricted by the certificate of incorporation or bylaws, any or all directors may participate in any meeting of the board of directors through the use of any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.21 - Action Without Meeting.

Section 10A-2A-8.21
Action without meeting.
(a) Except to the extent that the certificate of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation.
(b) Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify a later time as the time at which the action taken is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before delivery to the corporation of unrevoked written consents signed by all the directors.
(c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as such in any document.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.22 - Notice of Meeting.

Section 10A-2A-8.22
Notice of meeting.
(a) Unless the certificate of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place, or purpose of the meeting.
(b) Unless the certificate of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least two days' notice of the date, time, and place of the meeting. The notice need not describe the purpose of the special meeting unless required by the certificate of incorporation or bylaws.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.23 - Waiver of Notice.

Section 10A-2A-8.23
Waiver of notice.
(a) A director may waive any notice required by this chapter, the certificate of incorporation or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice and delivered to the corporation for filing by the corporation with the minutes or corporate records.
(b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not after objecting vote for or assent to action taken at the meeting.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.24 - Quorum and Voting.

Section 10A-2A-8.24
Quorum and voting.
(a) Unless the certificate of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the certificate of incorporation or bylaws.
(b) The quorum of the board of directors specified in or fixed in accordance with the certificate of incorporation or bylaws may not consist of less than one-third of the specified or fixed number of directors.
(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors unless the certificate of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter.
(d) A director who is present at a meeting of the board of directors or a committee when corporate action is taken is deemed to have assented to the action taken unless: (i) the director objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting; (ii) the dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) the director delivers written notice of the director's dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. The right of dissent or abstention is not available to a director who votes in favor of the action taken.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.25 - Committees of the Board.

Section 10A-2A-8.25
Committees of the board.
(a) Unless this chapter, the certificate of incorporation, or the bylaws provide otherwise, a board of directors may establish one or more board committees composed exclusively of one or more directors to perform functions of the board of directors.
(b) The establishment of a board committee and appointment of members to it shall be approved by the greater of (i) a majority of all the directors in office when the action is taken or (ii) the number of directors required by the certificate of incorporation or bylaws to take action under Section 10A-2A-8.24, unless, in either case, this chapter or the certificate of incorporation provides otherwise.
(c) Section 10A-2A-8.20 through Section 10A-2A-8.24 apply to board committees and their members.
(d) A board committee may exercise the powers of the board of directors under Section 10A-2A-8.01, to the extent specified by the board of directors or in the certificate of incorporation or bylaws, except that a board committee may not:
(1) authorize or approve distributions, except according to a formula or method, or within limits, prescribed by the board of directors;
(2) approve or propose to stockholders action that this chapter requires be approved by stockholders;
(3) fill vacancies on the board of directors or, subject to subsection (e), on any board committees; or
(4) adopt, amend, or repeal bylaws or amend or restate the certificate of incorporation.
(e) The board of directors may appoint one or more directors as alternate members of any board committee to replace any absent or disqualified member during the member's absence or disqualification. If the certificate of incorporation, the bylaws, or the resolution creating the board committee so provide, the member or members present at any board committee meeting and not disqualified from voting may, by unanimous action, appoint another director to act in place of an absent or disqualified member during that member's absence or disqualification.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division B - Meetings and Action of the Board of Directors. › Section 10A-2A-8.26 - Submission of Matters for Stockholder Vote.

Section 10A-2A-8.26
Submission of matters for stockholder vote.
A corporation may agree to submit a matter to a vote of its stockholders even if, after approving the matter, the board of directors determines it no longer recommends the matter.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division C - Directors. › Section 10A-2A-8.30 - Standards of Conduct for Directors.

Section 10A-2A-8.30
Standards of conduct for directors.
Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead:
(a) Each member of the board of directors, when discharging the duties of a director, shall act: (i) in good faith, and (ii) in a manner the director reasonably believes to be in the best interests of the corporation.
(b) The members of the board of directors or a board committee, when becoming informed in connection with their decision-making function or devoting attention to their oversight function, shall discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.
(c) In discharging board of directors or board committee duties, a director shall disclose, or cause to be disclosed, to the other board of directors or board committee members information not already known by them but known by the director to be material to the discharge of their decision-making or oversight functions, except that disclosure is not required to the extent that the director reasonably believes that doing so would violate a duty imposed under law, a legally enforceable obligation of confidentiality, or a professional ethics rule.
(d) In discharging board of directors or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on the performance by any of the persons specified in subsection (f)(1) or subsection (f)(3) to whom the board of directors may have delegated, formally or informally by course of conduct, the authority or duty to perform one or more of the board of directors' functions that are delegable under applicable law.
(e) In discharging board of directors or board committee duties, a director who does not have knowledge that makes reliance unwarranted is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, prepared or presented by any of the persons specified in subsection (f).
(f) A director is entitled to rely, in accordance with subsection (d) or (e), on:
(1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the functions performed or the information, opinions, reports or statements provided;
(2) legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the director reasonably believes are matters (i) within the particular person's professional or expert competence, or (ii) as to which the particular person merits confidence; or
(3) a board committee of which the director is not a member if the director reasonably believes the committee merits confidence.
(Act 2019-94, §1; Act 2021-299, §3.)