reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division B - Voting. › Section 10A-2-7.25 - Quorum and Voting Requirements for Voting Groups.

Section 10A-2-7.25
Quorum and voting requirements for voting groups.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation or this chapter provide otherwise, 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, but in no event shall a quorum consist of less than one-third of the votes entitled to be cast on the matter by the voting group.
(b) Once a share is represented for any purpose at a meeting, it is, unless established to the contrary, presumed present for quorum purposes for the remainder of the meeting.
(c) If a quorum is present when a vote is taken, 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 Constitution of Alabama of 1901, as the same may be amended from time to time, the articles of incorporation, or this chapter require a greater number of affirmative votes.
(d) An amendment of articles of incorporation adding, changing, or deleting a quorum or voting requirement for a voting group greater than specified in subsection (a) or (c) is governed by Section 10A-2-7.27.
(e) The election of directors is governed by Section 10A-2-7.28.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.25; 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-2-7.26 - Action by Single and Multiple Voting Groups.

Section 10A-2-7.26
Action by single and multiple voting groups.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 or this chapter provide 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-2-7.25.
(b) If the articles of incorporation or this chapter provide 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-2-7.25. Action may be taken by one voting group on a matter even though no action is taken by another group entitled to vote on the matter.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.26; 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-2-7.27 - Greater Quorum or Voting Requirements.

Section 10A-2-7.27
Greater quorum or voting requirements.
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 may provide for a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is provided for by this title or this chapter.
(b) An amendment to the articles of incorporation that adds, changes, or deletes a greater quorum or voting requirement must 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.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.27; 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-2-7.28 - Voting for Directors; Cumulative Voting.

Section 10A-2-7.28
Voting for directors; cumulative voting.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless otherwise provided in the articles of incorporation, directors are elected by a majority of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present when the vote is taken.
(b) Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide.
(c) A statement included in the articles of incorporation that “[all] [a designated voting group of] shareholders are entitled to cumulate their votes for directors,” or words of similar import, means that the shareholders 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) Shares 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 shareholder who has the right to cumulate his or her votes gives notice to the corporation not less than 48 hours before the time set for the meeting of his or her intent to cumulate his or her votes during the meeting, and if one shareholder gives this notice all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.28; 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 C - Voting Trusts and Agreements. › Section 10A-2-7.30 - Voting Trust.

Section 10A-2-7.30
Voting trust.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) One or more shareholders 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 shares to the trustee. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation's principal office.
(b) A voting trust becomes effective on the date the first shares subject to the trust are registered in the trustee's name. A voting trust is valid for not more than 10 years after its effective date unless extended under subsection (c).
(c) All or some of the parties to a voting trust may extend it for additional terms of not more than 10 years each by signing an extension agreement and obtaining the voting trustee's written consent to the extension. Any extension is valid from the date the first shareholder signs the extension agreement. The voting trustee must deliver copies of the extension agreement and list of beneficial owners to the corporation's principal office. An extension agreement binds only those parties signing it.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.30; amended and renumbered by Act 2009-513, p. 967, §112.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division C - Voting Trusts and Agreements. › Section 10A-2-7.31 - Voting Agreements.

Section 10A-2-7.31
Voting agreements.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of Section 10A-2-7.30.
(b) A voting agreement created under this section is specifically enforceable.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-7.31; amended and renumbered by Act 2009-513, p. 967, §112.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division D - Infant Stockholders. › Section 10A-2-7.33 - Corporation Without Notice of Infancy May Treat Infant as Having Capacity to Vote, Transfer, Etc.

Section 10A-2-7.33
Corporation without notice of infancy may treat infant as having capacity to vote, transfer, etc.
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 treat an infant who holds stock or other securities of the corporation in his or her own name as having capacity to vote or to give consent in person or by proxy in respect thereof, to transfer and to convey the same and to make elections and exercise rights relating to the stock or securities, unless the corporation has notice of the infancy by delivery to it or to its transfer agent of a written notice stating that the holder is an infant.
(Acts 1957, No. 546, p. 766, §1; §10-6-1; amended and renumbered by Act 2009-513, p. 967, §114.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division D - Infant Stockholders. › Section 10A-2-7.34 - Infant Not Entitled to Disaffirm as Against Corporation Without Notice of Infancy.

Section 10A-2-7.34
Infant not entitled to disaffirm as against corporation without notice of infancy.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
An infant holder of stock or other securities of a corporation, having voted or given consent in respect thereto, having transferred or conveyed the stock or securities or having made an election or exercised a right relating to the stock or security, shall have no right thereafter to disaffirm or avoid, as against the corporation, any act on his or her part unless, prior to the receipt, vote or consent, the making of the election or the exercise of the right, the corporation had written notice of the infancy by delivery to it or to its transfer agent of a written notice stating that the holder was an infant.
(Acts 1957, No. 546, p. 766, §2; §10-6-2; amended and renumbered by Act 2009-513, p. 967, §114.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division D - Infant Stockholders. › Section 10A-2-7.35 - Right of Infant to Receive Dividends in Own Name.

Section 10A-2-7.35
Right of infant to receive dividends in own name.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
An infant may in his or her own right receive dividends in respect of the stock or securities standing in his or her name on the books of the corporation, and the receipt shall constitute a valid and sufficient release and discharge of the corporation for the dividends paid to the infant stockholder, notwithstanding that the corporation may have actual or written notice of the infancy of the holder of its stock or securities.
(Acts 1957, No. 546, p. 766, §3; §10-6-3; amended and renumbered by Act 2009-513, p. 967, §114.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 7 - Shareholders. › Division D - Infant Stockholders. › Section 10A-2-7.36 - Effect of Chapter on Transfers to Minors Act, Etc.

Section 10A-2-7.36
Effect of chapter on Transfers to Minors Act, etc.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Nothing contained in this chapter shall be construed to in anywise affect the provisions of the "Alabama Uniform Transfers to Minors Act" or similar statutes.
(Acts 1957, No. 546, p. 766, §4; §10-6-4; amended and renumbered by Act 2009-513, p. 967, §114.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.01 - Requirements for and Duties of Board of Directors.

Section 10A-2-8.01
Requirements for and duties of 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) Each corporation must have a board of directors.
(b) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation or in an agreement authorized under Section 10A-2-7.32.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.01; amended and renumbered by Act 2009-513, p. 967, §116.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.02 - Qualifications of Directors.

Section 10A-2-8.02
Qualifications of directors.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
The articles of incorporation or bylaws may prescribe qualifications for directors. A director shall be a natural person of the age of at least nineteen (19) years but need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.02; amended and renumbered by Act 2009-513, p. 967, §116.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.03 - Number and Election of Directors.

Section 10A-2-8.03
Number and election 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) The number of directors shall be one or more, as specified in or fixed in accordance with the articles of incorporation or bylaws.
(b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease by 30 percent or less the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than 30 percent the number of directors last approved by the shareholders.
(c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders, or, if the articles of incorporation so provide, by the board of directors. After shares are issued, only the shareholders may change the range for the size of the board or change from a fixed to a variable-range size board or vice versa.
(d) Directors are elected at the first annual shareholder's meeting and at each annual meeting thereafter unless their terms are staggered under Section 10A-2-8.06.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.03; amended and renumbered by Act 2009-513, p. 967, §116.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.04 - Election of Directors by Certain Classes of Shareholders.

Section 10A-2-8.04
Election of directors by certain classes of shareholders.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class, or classes, of shares entitled to elect one or more directors is a separate voting group for purposes of the election of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.04; amended and renumbered by Act 2009-513, p. 967, §116.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.05 - Terms of Directors Generally.

Section 10A-2-8.05
Terms of directors generally.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected.
(b) The terms of all other directors expire at the next annual shareholders' meeting following their election unless their terms are staggered under Section 10A-2-8.06.
(c) A decrease in the number of directors does not shorten an incumbent director's term.
(d) The term of a director elected to fill a vacancy expires at the next shareholders' meeting at which directors are elected.
(e) Despite the expiration of a director's term, he or she continues to serve until his or her successor is elected and qualified or until there is a decrease in the number of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.05; amended and renumbered by Act 2009-513, p. 967, §116.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.06 - Staggered Terms for Directors.

Section 10A-2-8.06
Staggered terms for directors.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
If there are nine or more directors, the articles of incorporation may provide for staggering their terms by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the second group expire at the second annual shareholders' meeting after their election, and the terms of the third group, if any, expire at the third annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, directors shall be chosen for a term of two years or three years, as the case may be, to succeed those whose terms expire.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.06; amended and renumbered by Act 2009-513, p. 967, §116.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.07 - Resignation of Directors.

Section 10A-2-8.07
Resignation 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) A director may resign at any time by delivering written notice to the board of directors, its chair, or to the corporation.
(b) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.07; amended and renumbered by Act 2009-513, p. 967, §116.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.08 - Removal of Directors by Shareholders.

Section 10A-2-8.08
Removal of directors by shareholders.
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 may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause.
(b) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove him or her.
(c) If cumulative voting is authorized, a director may not be removed if the number of votes sufficient to elect him or her under cumulative voting is voted against his or her removal. If cumulative voting is not authorized, a director may be removed only if the number of votes cast to remove him or her exceeds the number of votes cast not to remove him or her.
(d) A director may be removed by the shareholders only at a meeting called for the purpose of removing him or her and the meeting notice must state that the purpose, or one of the purposes, of the meeting is the removal of the director.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.08; amended and renumbered by Act 2009-513, p. 967, §116.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.09 - Removal of Directors by Judicial Proceeding.

Section 10A-2-8.09
Removal of directors by judicial proceeding.
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 remove a director of the corporation from office in a proceeding commenced either by the corporation or by its shareholders holding at least 10 percent of the outstanding shares of any class if the court finds that (1) the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation and (2) removal is in the best interest of the corporation.
(b) The court that removes a director may bar the director from reelection for a period prescribed by the court.
(c) If shareholders commence a proceeding under subsection (a), they shall make the corporation a party defendant.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.09; amended and renumbered by Act 2009-513, p. 967, §116.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.10 - Vacancy on Board.

Section 10A-2-8.10
Vacancy on board.
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, if a vacancy occurs on a board of directors:
(1) The shareholders may fill the vacancy, whether resulting from an increase in the number of directors or otherwise; or
(2) The board of directors may fill the vacancy, except that the directors shall have the power to fill a vacancy resulting from an increase in the number of directors only if expressly provided for in the articles of incorporation; or
(3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that the directors are authorized to fill, 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 shareholders, only the holders of shares of that voting group are entitled to vote to fill the vacancy if it is filled by the shareholders.
(c) A vacancy that will occur at a specific later date, by reason of a resignation effective at a later date under Section 10A-2-8.07(b) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.10; amended and renumbered by Act 2009-513, p. 967, §116.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division A - Board of Directors. › Section 10A-2-8.11 - Compensation of Directors,

Section 10A-2-8.11
Compensation of directors,
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.11; amended and renumbered by Act 2009-513, p. 967, §116.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division B - Meetings and Actions of the Board. › Section 10A-2-8.20 - Meetings.

Section 10A-2-8.20
Meetings.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The board of directors may hold regular or special meetings in or out of this state.
(b) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting 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.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.20; amended and renumbered by Act 2009-513, p. 967, §118.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division B - Meetings and Actions of the Board. › Section 10A-2-8.21 - Action Without Meeting.

Section 10A-2-8.21
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) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors' meeting may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents describing the action taken, signed by each director, and included in the minutes or filed with the corporate records reflecting the action taken.
(b) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.
(c) A consent signed under this section has the effect of a meeting vote and may be so described in any document.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.21; amended and renumbered by Act 2009-513, p. 967, §118.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division B - Meetings and Actions of the Board. › Section 10A-2-8.22 - Notice of Meeting.

Section 10A-2-8.22
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) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws.
(b) Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors must 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 articles of incorporation or bylaws.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.22; amended and renumbered by Act 2009-513, p. 967, §118.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division B - Meetings and Actions of the Board. › Section 10A-2-8.23 - Waiver of Notice.

Section 10A-2-8.23
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 director may waive any notice required by this chapter, the articles of incorporation, or 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 notice, and filed with the minutes or corporate records.
(b) A director's attendance at or participation in a meeting:
(1) Waives objection to lack of any required notice to him or her or defective notice of the meeting unless the director at the beginning of the meeting (or promptly upon his or her arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken 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 director objects to considering the matter before action is taken on the matter.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.23; amended and renumbered by Act 2009-513, p. 967, §118.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division B - Meetings and Actions of the Board. › Section 10A-2-8.24 - Quorum and Voting.

Section 10A-2-8.24
Quorum and voting.
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 or bylaws require a greater number, a quorum of a board of directors consists of:
(1) A majority of the fixed number of directors if the corporation has a fixed board size; or
(2) A majority of the fixed number of directors prescribed, or if no number is prescribed the number in office immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the fixed or prescribed number of directors determined under subsection (a).
(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 articles of incorporation or bylaws require the vote of a greater number of directors. A director is, unless established to the contrary, presumed present for quorum purposes for the remainder of a meeting at which he or she has been present for any purpose.
(d) A director who is present at a meeting of the board of directors or a committee of the board of directors when corporate action is taken is deemed to have assented to the action taken unless: (1) he or she objects at the beginning of the meeting, or promptly upon his or her arrival, to holding it or transacting business at the meeting or, as to a matter required under the articles of incorporation or the bylaws to be included in the notice of the purpose of the meeting, he or she objects before action is taken on the matter; (2) his or her dissent or abstention from action taken is entered in the minutes of the meeting; or (3) he or she delivers written notice of his or her 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.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.24; amended and renumbered by Act 2009-513, p. 967, §118.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division B - Meetings and Actions of the Board. › Section 10A-2-8.25 - Committees.

Section 10A-2-8.25
Committees.
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 or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the board of directors.
(b) The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under Section 10A-2-8.24.
(c) Sections 10A-2-8.20 through 10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well.
(d) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors under Section 10A-2-8.01.
(e) A committee may not however:
(1) Authorize distributions;
(2) Approve or propose to shareholders action that this chapter requires be approved by shareholders;
(3) Fill vacancies on the board of directors or on any of its committees;
(4) Amend articles of incorporation pursuant to Section 10A-2-10.02;
(5) Adopt, amend, or repeal bylaws;
(6) Approve a plan of merger not requiring shareholder approval;
(7) Authorize or approve reacquisition of shares, except according to formula or method prescribed by the board of directors; or
(8) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences, and limitations of a class or series of shares, except that the board of directors may authorize a committee, or a senior executive officer of the corporation, to do so within limits specifically prescribed by the board of directors.
(f) The creation of, delegation of authority to, or action by a committee does not alone constitute compliance by a director with the standards of conduct described in Section 10A-2-8.30.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.25; amended and renumbered by Act 2009-513, p. 967, §118.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division C - Standards of Conduct. › Section 10A-2-8.30 - General Standards for Directors.

Section 10A-2-8.30
General standards for directors.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A director shall discharge his or her duties as a director, including duties as a member of a committee:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner the director believes to be in the best interests of the corporation.
(b) In discharging his or her duties, a director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) One or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters;
(2) Legal counsel, public accountants, certified public accountants, or other persons as to matters the director reasonably believes are within the person's professional or expert competence; or
(3) A committee of the board of directors of which he or she is not a member if the director reasonably believes the committee merits confidence.
(c) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d) A director is not liable for any action taken as a director, or any failure to take any action, if the director performed the duties of his or her office in compliance with this section.
(e) The above standards are subject to any provision of the articles of incorporation that may be adopted pursuant to Section 10A-2-2.02(b)(3).
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.30; amended and renumbered by Act 2009-513, p. 967, §120.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division C - Standards of Conduct. › Section 10A-2-8.31 - Fiduciary Obligations Not Impaired.

Section 10A-2-8.31
Fiduciary obligations not impaired.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Neither an unqualified statement of rights or powers, nor an unqualified grant of authority in this chapter, shall be taken or construed to abrogate, repeal, displace, modify or impair the fiduciary obligations of directors or other officers or employees of a corporation, or of shareholders having or exercising control thereof, or any function thereof, whether by reason of ownership of a majority, or other controlling, interest therein, or otherwise, or the jurisdiction of the courts to grant relief by way of injunction or otherwise, in order to forestall, prevent, correct, remedy or allow damages for fraud, oppression, imposition or other inequitable or remedial conduct in conformity with the applicable principles and practices of law.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.31; amended and renumbered by Act 2009-513, p. 967, §120.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division C - Standards of Conduct. › Section 10A-2-8.32 - Depreciating Stocks or Bonds of Corporation With Intent to Buy.

Section 10A-2-8.32
Depreciating stocks or bonds of corporation with intent to buy.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
No president, director, or managing officer of any corporation, by whatsoever name or title he or she may be known or called, shall do or omit to do any act, or shall make any declaration or statement in writing, or otherwise, with the intent to depreciate the market value of the stock or bonds of the corporation, and with the further intent to enable the president, director, or other managing officer, or any other person, to buy any stock or bonds at less than the real value thereof.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.32; amended and renumbered by Act 2009-513, p. 967, §120.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division C - Standards of Conduct. › Section 10A-2-8.33 - Liability for Unlawful Distributions.

Section 10A-2-8.33
Liability for unlawful distributions.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Unless he or she complies with the applicable standards of conduct described in Section 10A-2-8.30, a director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating this chapter or the articles of incorporation.
(b) A director held liable for an unlawful distribution under subsection (a) is entitled to contribution:
(1) From every other director who voted for or assented to the distribution without complying with the applicable standards of conduct described in Section 10A-2-8.30, and
(2) From each shareholder for the amount the shareholder accepted knowing the distribution was made in violation of this chapter or the articles of incorporation.
(c) A proceeding under subsection (a) is barred unless it is commenced within three years after the date on which the effect of the distribution was measured under Section 10A-2-6.40.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.33; amended and renumbered by Act 2009-513, p. 967, §120.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2-8.40 - Required Officers.

Section 10A-2-8.40
Required officers.
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 has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws.
(b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
(c) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation.
(d) Unless the bylaws provide otherwise, the same individual may simultaneously hold more than one office in a corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.40; amended and renumbered by Act 2009-513, p. 967, §122.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2-8.41 - Duties of Officers.

Section 10A-2-8.41
Duties of officers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the duties of other officers.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.41; amended and renumbered by Act 2009-513, p. 967, §122.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2-8.42 - Standards of Conduct for Officers.

Section 10A-2-8.42
Standards of conduct for officers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) An officer with discretionary authority shall discharge his or her duties under that authority:
(1) In good faith;
(2) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
(3) In a manner he or she reasonably believes to be in the best interests of the corporation.
(b) In discharging his or her duties an officer is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
(1) One or more officers or employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented; or
(2) Legal counsel, public accountants, certified public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence.
(c) An officer is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted by subsection (b) unwarranted.
(d) An officer is not liable for any action taken as an officer, or any failure to take any action, if he or she performed the duties of his or her office in compliance with this section.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.42; amended and renumbered by Act 2009-513, p. 967, §122.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2-8.43 - Resignation and Removal of Officers.

Section 10A-2-8.43
Resignation and removal of officers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) An officer may resign at any time by giving notice to the corporation. A resignation is effective when the notice is given unless the notice specifies a later effective date. If a resignation is made effective at a later date and the corporation accepts the future effective date, its board of directors may fill the pending vacancy before the effective date if the board of directors provides that the successor does not take office until the effective date.
(b) A board of directors may remove any officer at any time with or without cause.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.43; amended and renumbered by Act 2009-513, p. 967, §122.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2-8.44 - Contract Rights of Officers.

Section 10A-2-8.44
Contract rights of officers.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) The appointment of an officer does not itself create contract rights.
(b) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the officer's contract rights, if any, with the corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.44; amended and renumbered by Act 2009-513, p. 967, §122.)