reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 3 - Purposes and Powers. › Section 10A-2-3.02 - General Powers.

Section 10A-2-3.02
General powers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Unless its articles of incorporation provide otherwise, every corporation organized under this chapter has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, all entity powers provided in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.
(Act 2009-513, p. 967, §91.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 3 - Purposes and Powers. › Section 10A-2-3.03 - Emergency Powers.

Section 10A-2-3.03
Emergency powers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) In anticipation of or during an emergency defined in subsection (d), the board of directors of a corporation may:
(1) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and
(2) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(b) During an emergency defined in subsection (d), unless emergency bylaws provide otherwise:
(1) Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practical manner, including by publication and radio; and
(2) One or more officers of the corporation present at a meeting of the board of directors may be deemed to be directors for the meeting in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(c) Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:
(1) Binds the corporation; and
(2) May not be used to impose liability on a corporate director, officer, employee, or agent.
(d) An emergency exists for purposes of this section if a quorum of the corporation's directors cannot readily be assembled because of some catastrophic event.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-3.03; amended and renumbered by Act 2009-513, p. 967, §92.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 3 - Purposes and Powers. › Section 10A-2-3.04 - Ultra Vires.

Section 10A-2-3.04
Ultra vires.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Except as provided in subsection (b), the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.
(b) A corporation's power to act may be challenged:
(1) In a proceeding by a shareholder against the corporation to enjoin the act;
(2) In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or
(3) In a proceeding by the Attorney General under Section 10A-2-14.30.
(c) In a shareholder's proceeding under subsection (b)(1) to enjoin an unauthorized corporate act, the court may enjoin or set aside the act, if equitable and if all affected persons are parties to the proceeding, and may award damages for loss, other than anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-3.04; amended and renumbered by Act 2009-513, p. 967, §92.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division A - Shares. › Section 10A-2-6.01 - Authorized Shares.

Section 10A-2-6.01
Authorized shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The articles of incorporation must prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation must prescribe a distinguishing designation for each class, and, prior to the issuance of shares of a class, the preferences, limitations, and relative rights of that class must be described in the articles of incorporation. All shares of a class must have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by Section 10A-2-6.02.
(b) The articles of incorporation must authorize (1) one or more classes of shares that together have unlimited voting rights, and (2) one or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
(c) The articles of incorporation may authorize one or more classes of shares that:
(1) Have special, conditional, or limited voting rights, or no right to vote, except to the extent prohibited by this chapter or other law;
(2) Are redeemable or convertible as specified in the articles of incorporation: (i) at the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event; (ii) for cash, indebtedness, securities, or other property; (iii) in a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events;
(3) Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative;
(4) Have preference over any other class of shares with respect to distributions whether upon the dissolution of the corporation or otherwise.
(d) The description of the designations, preferences, limitations, and relative rights of share classes in subsection (c) is not exhaustive.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.01; amended and renumbered by Act 2009-513, p. 967, §98.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division A - Shares. › Section 10A-2-6.02 - Terms of Class or Series Determined by Board of Directors.

Section 10A-2-6.02
Terms of class or series determined by board of directors.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If the articles of incorporation so provide, and if the action is not inconsistent with the provisions of the Constitution of Alabama of 1901, as the same may be amended from time to time, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights, within the limits set forth in Section 10A-2-6.01, of: (1) any class of shares before the issuance of any shares of that class; or (2) one or more series within a class before the issuance of any shares of that series.
(b) Each series of a class must be given a distinguishing designation.
(c) All shares of a series must have preferences, limitations, and relative rights identical with those of other shares of the same series, and except to the extent otherwise provided in the description of that series, with those of other series of the same class.
(d) Before issuing any shares of a class or series created under this section, the corporation must deliver to the judge of probate for filing articles of amendment which, except as required by the Constitution of Alabama of 1901, as the same may be amended from time to time, are effective without shareholder approval and constitute an amendment to the articles of incorporation. The articles shall set forth:
(1) The name of the corporation;
(2) The text of the amendment determining the terms of the class or series of shares;
(3) The date it was adopted; and
(4) A statement that the amendment was duly adopted by the board of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.02; amended and renumbered by Act 2009-513, p. 967, §98.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division A - Shares. › Section 10A-2-6.03 - Issued and Outstanding Shares.

Section 10A-2-6.03
Issued and outstanding shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.
(b) The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations of subsection (c) of this section and to Section 10A-2-6.40.
(c) At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution must be outstanding.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.03; amended and renumbered by Act 2009-513, p. 967, §98.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division A - Shares. › Section 10A-2-6.04 - Fractional Shares.

Section 10A-2-6.04
Fractional shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation may:
(1) Issue fractions of a share or pay in money the value of fractions of a share;
(2) Arrange for disposition of fractional shares by the shareholders;
(3) Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.
(b) Each certificate representing scrip must be conspicuously labeled "scrip" and must contain the information required by Section 10A-1-3.42(c).
(c) The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.
(d) The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:
(1) That the scrip will become void if not exchanged for full shares before a specified date; and
(2) That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.04; amended and renumbered by Act 2009-513, p. 967, §98.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.20 - Subscription for Shares Before Incorporation.

Section 10A-2-6.20
Subscription for shares before incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.
(b) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
(c) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
(d) If a subscriber defaults in payment of money or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may terminate the agreement and may sell the shares if the debt remains unpaid more than 10 days after the corporation sends written demand for payment to the subscriber.
(e) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to Section 10A-2-6.21.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.20; amended and renumbered by Act 2009-513, p. 967, §100.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.21 - Issuance of Shares.

Section 10A-2-6.21
Issuance of shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
(b) The board of directors may authorize shares to be issued for consideration consisting of money, labor done or property actually received.
(c) Before the corporation issues shares, the board of directors must determine that the consideration received or to be received before issuance for shares to be issued is adequate. That determination by the board of directors is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid, and nonassessable.
(d) When the corporation receives the consideration for which the board of directors authorized the issuance of shares, the shares issued therefor are fully paid, and nonassessable.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.21; amended and renumbered by Act 2009-513, p. 967, §100.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.22 - Liability of Shareholders and Subscribers.

Section 10A-2-6.22
Liability of shareholders and subscribers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued or specified in the subscription agreement.
(b) Neither a subscriber nor a shareholder of a corporation is personally liable for the acts or debts of the corporation.
(c) A corporation may have a lien on the shares of its shareholders for any debt or liability incurred to it by the shareholders before notice or transfer of or levy on the shares, if the right to a lien is provided for in the articles of incorporation and is recited conspicuously on its certificates for shares of stock.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.22; amended and renumbered by Act 2009-513, p. 967, §100.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.23 - Share Dividends.

Section 10A-2-6.23
Share dividends.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders of one or more classes or series. An issuance of shares under this subsection is a share dividend.
(b) Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (1) the articles of incorporation so authorize, (2) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (3) there are no outstanding shares of the class or series to be issued.
(c) An issuance of shares under this section must also meet the requirements of the Constitution of Alabama of 1901, as the same may be amended from time to time.
(d) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.23; amended and renumbered by Act 2009-513, p. 967, §100.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.24 - Share Options.

Section 10A-2-6.24
Share options.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Subject to requirements of the Constitution of Alabama of 1901, as the same may be amended from time to time, a corporation may issue rights, options, or warrants for the purchase of shares of the corporation. The board of directors shall determine the terms upon which the rights, options, or warrants are issued, their form and content, and the consideration for which the shares are to be issued.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.24; amended and renumbered by Act 2009-513, p. 967, §100.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.25 - Corporate Shares as Personal Property; Transferability.

Section 10A-2-6.25
Corporate shares as personal property; transferability.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Shares or interests in the stock of corporations are personal property, transferable on the books of the corporation in the manner provided by law.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.25; amended and renumbered by Act 2009-513, p. 967, §100.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.27 - Restriction on Transfer of Shares and Other Securities.

Section 10A-2-6.27
Restriction on transfer of shares and other securities.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.
(b) A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder including an executor, administrator, trustee, guardian, conservator or other fiduciary entrusted with like responsibility for the person or estate of the holder, provided the restriction is authorized by this section and, as provided by Section 10A-1-3.42(d), its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by Section 10A-1-3.45. Even if not so noted, a restriction is enforceable against a person with actual knowledge of the restriction.
(c) A restriction on the transfer or registration of transfer of shares is authorized:
(1) To maintain the corporation's status when it is dependent on the number or identity of its shareholders; or
(2) To preserve exemptions under federal or state securities law; or
(3) For any other reasonable purpose.
(d) A restriction on the transfer or registration of transfer of shares may include, but shall not be limited to, a restriction that:
(1) Obligates the shareholder first to offer the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;
(2) Obligates the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;
(3) Requires the corporation, the holders of any class of its shares, or another person to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable;
(4) Prohibits the transfer or registration of the restricted shares to or in the name of designated persons or classes of persons, if the prohibition is not manifestly unreasonable; or
(5) Requires the corporation to refuse to transfer the shares.
(e) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
(Acts 1994, No. 94-245, p. 343, §1; Acts 1996, No. 96-742, p. 1241, §6; §10-2B-6.27; amended and renumbered by Act 2009-513, p. 967, §102.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division B - Issuance of Shares. › Section 10A-2-6.28 - Expense of Issue.

Section 10A-2-6.28
Expense of issue.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.28; amended and renumbered by Act 2009-513, p. 967, §102.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division C - Subsequent Acquisition of Shares by Shareholders and Corporation. › Section 10A-2-6.30 - Shareholders' Preemptive Rights.

Section 10A-2-6.30
Shareholders' preemptive rights.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The shareholders of a corporation have a preemptive right to acquire the corporation's unissued shares except to the extent the articles of incorporation otherwise provide.
(b) The following principles govern a shareholder's preemptive rights under this section, except to the extent the articles of incorporation expressly provide otherwise:
(1) The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation's unissued shares upon the decision of the board of directors to issue them.
(2) A shareholder may waive his or her preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.
(3) There is no preemptive right with respect to:
(i) Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates;
(ii) Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries or affiliates; or
(iii) Shares sold otherwise than for money.
(4) Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.
(5) Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
(6) Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders' preemptive rights.
(c) For purposes of this section, "shares" include a security convertible into or carrying a right to subscribe for or acquire shares.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.30; amended and renumbered by Act 2009-513, p. 967, §104.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division C - Subsequent Acquisition of Shares by Shareholders and Corporation. › Section 10A-2-6.31 - Corporation's Acquisition of Its Own Shares.

Section 10A-2-6.31
Corporation's acquisition of its own shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Except as otherwise provided in its articles of incorporation, a corporation may acquire its own shares. Unless the articles of incorporation prohibit their reissuance, shares so acquired shall constitute treasury shares.
(b) If the articles of incorporation prohibit the reissuance of acquired shares, the reacquisition of the shares shall effect a cancellation of them. A statement of cancellation as to the shares shall be filed as provided in Section 10A-2-6.32. The filing of a statement of cancellation with respect to the shares shall constitute an amendment to the corporation's articles of incorporation reducing the number of shares of the class of shares so canceled that the corporation is authorized to issue by the number of shares so canceled.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.31; amended and renumbered by Act 2009-513, p. 967, §104.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 6 - Shares and Distributions. › Division C - Subsequent Acquisition of Shares by Shareholders and Corporation. › Section 10A-2-6.32 - Cancellation of Reacquired Shares.

Section 10A-2-6.32
Cancellation of reacquired shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation may at any time, by resolution of its board of directors, and without shareholder action:
(1) Cancel all or any part of the shares of the corporation reacquired by it other than shares the reissuance of which is prohibited by the articles of incorporation, and in the event a statement of cancellation shall be filed under this section; or
(2) File a statement of cancellation with respect to shares the reissuance of which is prohibited by the articles of incorporation.
(b) The statement of cancellation shall be executed by the corporation and delivered to the judge of probate for filing. The statement shall set forth:
(1) The name of the corporation;
(2) The number of reacquired shares canceled by resolution duly adopted by the board of directors, itemized by classes and series, and the date of its adoption;
(3) The aggregate number of issued shares, itemized by classes and series, after giving effect to the cancellation; and
(4) If the articles of incorporation provide that any portion of the canceled shares shall not be reissued, the number of shares which the corporation will have authority to issue itemized by classes and series, after giving effect to the cancellation.
(c) Upon the filing of a statement of cancellation with respect to shares other than shares whose reissuance was prohibited by the articles of incorporation, the shares so canceled shall constitute authorized but unissued shares. The filing of a statement of cancellation with respect to shares the reissuance of which was prohibited by the articles of incorporation shall constitute an amendment of the articles of incorporation reducing the number of shares of the class of shares so canceled that the corporation is authorized to issue by the number of shares so canceled.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.32; amended and renumbered by Act 2009-513, p. 967, §104.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.01 - Annual Meeting.

Section 10A-2-7.01
Annual meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation shall hold a meeting of shareholders annually at a time stated or fixed in accordance with the bylaws.
(b) Annual shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, annual meetings shall be held at the corporation's principal office.
(c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.01; amended and renumbered by Act 2009-513, p. 967, §108.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.02 - Special Meeting.

Section 10A-2-7.02
Special meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation shall hold a special meeting of shareholders:
(1) On call of its board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws; or
(2) If the holders of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the corporation's president or secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held, who shall, within 21 days of the receipt of demand, cause notice to be given of the meeting to be held within the minimum time following the notice prescribed by Section 10A-2-7.05(a); or
(3) On call of the holders of at least 10 percent of the votes entitled to be cast at the proposed special meeting who signed a demand for a special meeting valid under subdivision (2), if:
(i) Notice of the special meeting was not given within 21 days after the date the demand was delivered to the corporation's president or secretary; or
(ii) The special meeting was not held in accordance with the notice.
(b) If not otherwise fixed under Section 10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to demand a special meeting is the date the first shareholder signs the demand.
(c) Special shareholders' meetings may be held in or out of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, special meetings shall be held at the corporation's principal office.
(d) Only business within the purpose or purposes described in the meeting notice required by Section 10A-2-7.05(c) may be conducted at a special shareholders' meeting.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.02; amended and renumbered by Act 2009-513, p. 967, §108.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.03 - Court-Ordered Meeting.

Section 10A-2-7.03
Court-ordered meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The circuit court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may summarily order a meeting to be held:
(1) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of 12 months after the end of the fiscal year or 15 months after its last annual meeting; or
(2) On application of a shareholder who signed a demand for a special meeting valid under Section 10A-2-7.02, if:
(i) Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's president or secretary; or
(ii) The special meeting was not held in accordance with the notice.
(b) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.03; amended and renumbered by Act 2009-513, p. 967, §108.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.04 - Action Without Meeting.

Section 10A-2-7.04
Action without meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Except as provided in the articles of incorporation, action required or permitted by the Constitution of Alabama of 1901 or by this chapter to be taken at a shareholders' meeting may be taken without a meeting if the action is taken by all shareholders entitled to vote on the action. The action must be evidenced by one or more written consents describing the action taken, signed by all the shareholders entitled to vote on the action, and delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) If not otherwise fixed under Section 10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to take action without a meeting is the date the first shareholder signs the consent under subsection (a).
(c) A consent signed under this section has the effect of a meeting vote and may be described as in any document.
(d) If this chapter requires that notice of proposed action be given to nonvoting shareholders and the action is to be taken by unanimous consent of the voting shareholders, the corporation must give its nonvoting shareholders written notice of the proposed action at least 10 days before the action is taken. The notice must contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.04; amended and renumbered by Act 2009-513, p. 967, §108.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.05 - Notice of Meeting.

Section 10A-2-7.05
Notice of meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation, or, in the case of a special meeting called pursuant to Section 10A-2-7.02(a)(3), the persons calling the meeting, shall notify shareholders in writing of the date, time, and place of each annual and special shareholders' meeting no fewer than 10 nor more than 60 days before the meeting date. Unless this chapter or the articles of incorporation require otherwise, the corporation, or other persons calling the meeting, are required to give notice only to shareholders entitled to vote at the meeting. Notwithstanding the provisions of this section or any other provisions of this chapter, the stock or bonded indebtedness of a corporation shall not be increased at a meeting unless notice of the meeting shall have been given as may be required by Section 234 of the Constitution of Alabama of 1901, as the same may be amended from time to time.
(b) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a statement of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting must include a statement of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under Section 10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.
(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under Section 10A-2-7.07, however, notice of the adjourned meeting must be given under this section to persons who are shareholders as of the new record date.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.05; amended and renumbered by Act 2009-513, p. 967, §108.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.06 - Waiver of Notice.

Section 10A-2-7.06
Waiver of notice.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A shareholder may waive any notice required by the Constitution of Alabama of 1901, this title or this chapter, the articles 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 shareholder entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(b) A shareholder's attendance at a meeting:
(1) Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting;
(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 shareholder objects to considering the matter before action is taken on the matter.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.06; amended and renumbered by Act 2009-513, p. 967, §108.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division A - Meetings. › Section 10A-2-7.07 - Record Date.

Section 10A-2-7.07
Record date.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as 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 shareholders.
(c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must 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 continues in effect or it may fix a new record date.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.07; amended and renumbered by Act 2009-513, p. 967, §108.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division B - Voting. › Section 10A-2-7.20 - Shareholders' List for Meeting.

Section 10A-2-7.20
Shareholders' list for meeting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list must be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder.
(b) The shareholders' list must be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation's principal office or, if the corporation's principal office is located outside this state, at its registered office. A shareholder, his or her agent, or attorney is entitled on written demand to inspect and, for a proper purpose, to copy the list, during regular business hours and at his or her expense, during the period it is available for inspection.
(c) The corporation shall make the shareholders' list available at the meeting, and any shareholder, his or her agent, or attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(d) If the corporation refuses to allow a shareholder, his or her agent, or attorney to inspect the shareholders' list before or at the meeting, or copy the list as permitted by subsection (b), the circuit court of the county where a corporation's principal office, or, if none in this state, its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense, may postpone the meeting for which the list was prepared until the inspection or copying is complete, and shall order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred in obtaining the order in the same circumstances and subject to the same defense as applicable to orders to pay costs under Section 10A-2-16.04(c).
(e) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
(f) The stock transfer records of the corporation shall be prima facie evidence as to who are the shareholders entitled to examine the shareholders' list or transfer records or to vote at any meeting of shareholders.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.20; amended and renumbered by Act 2009-513, p. 967, §110.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division B - Voting. › Section 10A-2-7.21 - Voting Entitlement of Shares.

Section 10A-2-7.21
Voting entitlement of shares.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Except as provided in subsections (b) and (c) or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
(b) The shares of a corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and the first corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation, unless a court of competent jurisdiction determines that the voting of the shares is not for the purpose of perpetuation of management or other improper purpose.
(c) Subsection (b) does not limit the power of a corporation to vote any shares, including its own shares, held by it in a fiduciary capacity.
(d) Redeemable shares are not entitled to vote after notice of redemption is mailed to the holders and a sum sufficient to redeem the shares 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 shares.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.21; amended and renumbered by Act 2009-513, p. 967, §110.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division B - Voting. › Section 10A-2-7.23 - Shares Held by Nominees.

Section 10A-2-7.23
Shares held by nominees.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
(b) The procedure may set forth:
(1) The types of nominees to which it applies;
(2) The rights or privileges that the corporation recognizes in a beneficial owner;
(3) The manner in which the procedure is selected by the nominee;
(4) The information that must be provided when the procedure is selected;
(5) The period for which selection of the procedure is effective; and
(6) Other aspects of the rights and duties created.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.23; amended and renumbered by Act 2009-513, p. 967, §110.)