reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.50 - Definitions.

Section 10A-2-8.50
Definitions.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
In this division:
(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation in a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.
(2) "Director" means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise. A director is considered to be serving an employee benefit plan at the corporation's request if his or her duties to the corporation also impose duties on, or otherwise involve services by, the director to the plan or to participants in or beneficiaries of the plan. "Director" includes, unless the context requires otherwise, the estate or personal representative of a director.
(3) "Expenses" include counsel fees.
(4) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or reasonable expenses incurred with respect to a proceeding.
(5) "Official capacity" means (i) when used with respect to a director, the office of director in a corporation; and (ii) when used with respect to an individual other than a director, as contemplated in Section 10A-2-8.56, the office in a corporation held by an officer or the employment or agency relationship undertaken by the employee or agent on behalf of the corporation. "Official capacity" does not include service for any other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.
(6) "Party" includes an individual who was, is or is threatened to be made a named defendant or respondent in a proceeding.
(7) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.50; amended and renumbered by Act 2009-513, p. 967, §124.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.51 - Authority to Indemnify.

Section 10A-2-8.51
Authority to indemnify.
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 (d), a corporation may indemnify an individual made a party to a proceeding because he or she is or was a director against liability incurred in the proceeding if:
(1) The individual conducted himself or herself in good faith; and
(2) The individual reasonably believed:
(i) In the case of conduct in his or her official capacity with the corporation, that the conduct was in its best interests; and
(ii) In all other cases, that the conduct was at least not opposed to its best interests; and
(3) In the case of any criminal proceeding, the individual had no reasonable cause to believe his or her conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a purpose he or she reasonably believed to be in the interests of the participants in and beneficiaries of the plan is conduct that satisfies the requirement of subsection (a)(2)(ii).
(c) The termination of a proceeding by judgement, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
(d) A corporation may not indemnify a director under this section:
(1) In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
(2) In connection with any other proceeding charging improper personal benefit to the director, whether or not involving action in his or her official capacity, in which the director was adjudged liable on the basis that personal benefit was improperly received by him or her.
(e) Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.51; amended and renumbered by Act 2009-513, p. 967, §124.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.52 - Mandatory Indemnification.

Section 10A-2-8.52
Mandatory indemnification.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A corporation shall indemnify a director who was successful, on the merits or otherwise, in the defense of any proceeding, or of any claim, issue or matter in the proceeding, where he or she was a party because he or she is or was a director of the corporation, against reasonable expenses incurred in connection therewith, notwithstanding that he or she was not successful on any other claim, issue or matter in any proceeding.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.52; amended and renumbered by Act 2009-513, p. 967, §124.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.53 - Advance for Expenses.

Section 10A-2-8.53
Advance for expenses.
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 pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of final disposition of the proceeding if:
(1) The director furnishes the corporation a written affirmation of good faith belief that he or she has met the standard of conduct described in Section 10A-2-8.51;
(2) The director furnishes the corporation a written undertaking, executed personally or on the director's behalf, to repay the advance if it is ultimately determined that the director did not meet the standard of conduct, or is not otherwise entitled to indemnification under Section 10A-2-8.51(d), unless indemnification is approved by the court under Section 10A-2-8.54;
(3) A determination is made that the facts then known to those making the determination would not preclude indemnification under this division.
(b) The undertaking required by subsection (a)(2) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to financial ability to make repayment.
(c) Determinations and authorizations of payments under this section shall be made in the manner specified in Section 10A-2-8.55.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.53; amended and renumbered by Act 2009-513, p. 967, §124.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.54 - Court-Ordered Indemnification.

Section 10A-2-8.54
Court-ordered indemnification.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A director of the corporation who is a party to a proceeding may apply for indemnification to the court conducting the proceeding, or may file an action therefor in another court of competent jurisdiction if the court has jurisdiction over the corporation and the corporation is a party to the proceeding. On receipt of the application or the filing of the action, the court after giving any notice it considers necessary may order indemnification if it determines:
(1) The director is entitled to mandatory indemnification under Section 10A-2-8.52, in which case the court shall also order the corporation to pay the director's reasonable expenses incurred to obtain court-ordered indemnification; or
(2) The director is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not he or she met the standard of conduct set forth in Section 10A-2-8.51 or was adjudged liable as described in Section 10A-2-8.51(d), but if he or she was adjudged so liable the indemnification is limited to reasonable expenses incurred.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.54; amended and renumbered by Act 2009-513, p. 967, §124.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.55 - Determination and Authorization of Indemnification.

Section 10A-2-8.55
Determination and authorization of indemnification.
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 not indemnify a director under Section 10A-2-8.51 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set forth in Section 10A-2-8.51.
(b) The determination shall be made:
(1) By the board of directors by majority vote of a quorum consisting of directors not at the time parties to the proceeding;
(2) If a quorum cannot be obtained under subdivision (1), by majority vote of a committee duly designated by the board of directors, in which designation directors who are parties may participate, consisting solely of two or more directors not at the time parties to the proceeding;
(3) By special legal counsel;
(i) Selected by the board of directors or its committee in the manner prescribed in subdivision (1) or (2); or
(ii) If a quorum of the board of directors cannot be obtained under subdivision (1) and a committee cannot be designated under subdivision (2), selected by majority vote of the full board of directors, in which selection directors who are parties may participate; or
(4) By the shareholders, but shares owned by or voted under the control of directors who are at the time parties to the proceeding may not be voted on the determination. A majority of the shares that are entitled to vote on the transaction by virtue of not being owned by or under the control of the directors constitutes a quorum for the purpose of taking action under this section.
(c) Authorization of indemnification and evaluation as to reasonableness of expenses shall be made in the same manner as the determination that indemnification is permissible, except that if the determination is made by special legal counsel, authorization of indemnification and evaluation as to reasonableness of expenses shall be made by those entitled under subsection (b)(3) to select counsel.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.55; amended and renumbered by Act 2009-513, p. 967, §124.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.56 - Indemnification of Officers, Employees, and Agents.

Section 10A-2-8.56
Indemnification of officers, employees, and agents.
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 of a corporation who is not a director is entitled to mandatory indemnification under Section 10A-2-8.52, and is entitled to apply for court-ordered indemnification under Section 10A-2-8.54, in each case to the same extent as a director.
(b) A corporation may indemnify and may advance expenses under this division to an officer, employee, or agent of the corporation who is not a director to the same extent as to a director.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.56; amended and renumbered by Act 2009-513, p. 967, §124.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.57 - Insurance.

Section 10A-2-8.57
Insurance.
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 purchase and maintain insurance, or furnish similar protection, including but not limited to trust funds, self-insurance reserves, or the like, on behalf of an individual who is or was a director, officer, employee, or agent of the corporation, or who, while a director, officer, employee, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another foreign or domestic corporation, partnership, joint venture trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him or her in that capacity or arising from his or her status as a director, officer, employee, or agent, whether or not the corporation would have power to indemnify him or her against the same liability under Section 10A-2-8.51 or 10A-2-8.52.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.57; amended and renumbered by Act 2009-513, p. 967, §124.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division E - Indemnification. › Section 10A-2-8.58 - Application of Indemnification Provisions.

Section 10A-2-8.58
Application of indemnification provisions.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Any indemnification, or advance for expenses, authorized under this division shall not be deemed exclusive of and shall be in addition to that which may be contained in a corporation's articles of incorporation, bylaws, a resolution of its shareholders or board of directors, or in a contract or otherwise.
(b) This division does not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with the director's appearance as a witness in a proceeding at a time when he or she has not been made a named defendant or respondent to the proceeding.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.58; amended and renumbered by Act 2009-513, p. 967, §124.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division F - Directors' Conflicting Interest Transactions. › Section 10A-2-8.61 - Judicial Action.

Section 10A-2-8.61
Judicial action.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A transaction effected or proposed to be effected by a corporation, or by a subsidiary of the corporation or any other entity in which the corporation has a controlling interest, that is not a director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because a director of the corporation, or any person with whom or which he or she has a personal, economic, or other association, has an interest in the transaction.
(b) A director's conflicting interest transaction may not be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, because the director, or any person with whom or which he or she has a personal, economic, or other association, has an interest in the transaction, if:
(1) Director's action respecting the transaction was at any time taken in compliance with Section 10A-2-8.62; or
(2) Shareholders' action respecting the transaction was at any time taken in compliance with Section 10A-2-8.63; or
(3) The transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.61; amended and renumbered by Act 2009-513, p. 967, §126.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division F - Directors' Conflicting Interest Transactions. › Section 10A-2-8.62 - Directors' Action.

Section 10A-2-8.62
Directors' action.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Directors' action respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(1) if the transaction received the affirmative vote of a majority, but no fewer than two, of those qualified directors on the board of directors or on a duly empowered committee of the board who voted on the transaction after either required disclosure to them, to the extent the information was not known by them, or compliance with subsection (b); provided that action by a committee is to be effective only if (1) all its members are qualified directors, and (2) its members are either all the qualified directors on the board or are appointed by the affirmative vote of a majority of the qualified directors on the board.
(b) If a director has a conflicting interest respecting a transaction but neither the director nor a related person of the director specified in Section 10A-2-8.60(3)(i) is a party to the transaction such that the director may not make the disclosure described in Section 10A-2-8.60(4)(ii), then disclosure is sufficient for purposes of subsection (a) if the director (1) discloses to the directors voting on the transaction the existence and nature of his or her conflicting interest and informs them of the character and limitations imposed by that duty before their vote on the transaction and (2) plays no part, directly or indirectly, in their deliberations or vote.
(c) A majority, but no fewer than two, of all the qualified directors on the board of directors, or on the committee, constitutes a quorum for purposes of action that complies with this section. Directors' action that otherwise complies with this section is not affected by the presence or vote of a director who is not a qualified director.
(d) For purposes of this section, "qualified director" means, with respect to a director's conflicting interest transaction, any director who does not have either (1) a conflicting interest respecting the transaction or (2) a familial, financial, professional, or employment relationship with a second director who does have a conflicting interest respecting the transaction, which relationship would, in the circumstances, reasonably be expected to exert an influence on the first director's judgement when voting on the transaction.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.62; amended and renumbered by Act 2009-513, p. 967, §126.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 8 - Directors and Officers. › Division F - Directors' Conflicting Interest Transactions. › Section 10A-2-8.63 - Shareholders' Action.

Section 10A-2-8.63
Shareholders' action.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Shareholders' action respecting a transaction is effective for purposes of Section 10A-2-8.61(b)(2) if a majority of the votes entitled to be cast by the holders of all qualified shares were cast in favor of the transaction after (1) notice to shareholders describing the director's conflicting interest transactions, (2) provision of the information referred to in subsection (d), and (3) required disclosure to the shareholders who voted on the transaction, to the extent the information was not known by them.
(b) For purposes of this section, "qualified shares" means any shares entitled to vote with respect to the director's conflicting interest transaction except shares that, to the knowledge, before the vote, of the secretary, or other officer or agent of the corporation authorized to tabulate votes, are beneficially owned, or the voting of which is controlled, by a director who has a conflicting interest respecting the transaction or by a related person of the director, or both.
(c) A majority of the votes entitled to be cast by the holders of all qualified shares constitutes a quorum for purposes of action that complies with this section. Subject to the provisions of subsections (d) and (e), shareholders' action that otherwise complies with this section is not affected by the presence of holders, or the voting, of shares that are not qualified shares.
(d) For purposes of compliance with subsection (a), a director who has a conflicting interest respecting the transaction shall, before the shareholders' vote, inform the secretary, or other officer or agent of the corporation authorized to tabulate votes, of the number, and the identity of persons holding or controlling the vote, of all shares that the director knows are beneficially owned, or the voting of which is controlled, by the director or by a related person of the director, or both.
(e) If a shareholder's vote does not comply with subsection (a) solely because of the failure of a director to comply with subsection (a), and if the director establishes that his or her failure did not determine and was not intended by him or her to influence the outcome of the vote, the court may, with or without further proceedings respecting Section 10A-2-8.61(b)(3), take action respecting the transaction and the director, and give the effect, if any, to the shareholder's vote, as it considers appropriate in the circumstances.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.63; amended and renumbered by Act 2009-513, p. 967, §126.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.01 - Authority to Amend Articles of Incorporation.

Section 10A-2-10.01
Authority to amend articles of 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 corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.
(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.01; amended and renumbered by Act 2009-513, p. 967, §129.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.02 - Amendment by Board of Directors.

Section 10A-2-10.02
Amendment 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.
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without shareholder action:
(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) To delete the names and addresses of the initial directors;
(3) To delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the Secretary of State;
(4) To change each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding;
(5) To change the corporate name by substituting the word "corporation," or "incorporated," or an abbreviation of one of the words for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name; or
(6) To make any other change expressly permitted by this chapter to be made without shareholder action.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.02; amended and renumbered by Act 2009-513, p. 967, §129.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.03 - Amendment by Board of Directors and Shareholders.

Section 10A-2-10.03
Amendment by board of directors and shareholders.
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's board of directors may propose one or more amendments to the articles of incorporation for submission to the shareholders.
(b) For the amendments to be adopted:
(1) The board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and
(2) The shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e).
(c) Subject to the corporation's articles of incorporation, the board of directors may condition its submission of the proposed amendment on any basis, except that the board of directors may not decrease the vote required for approval under subsection (e).
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The notice of meeting must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and contain or be accompanied by a copy or summary of the amendment.
(e) Unless this chapter, the articles of incorporation, or the board of directors, acting pursuant to subsection (c), require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:
(1) A majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and
(2) The votes required by Sections 10A-2-7.25 and 10A-2-7.26 by every other voting group entitled to vote on the amendment.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.03; amended and renumbered by Act 2009-513, p. 967, §129.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.04 - Voting on Amendments by Voting Groups.

Section 10A-2-10.04
Voting on amendments by 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) The holders of the outstanding shares of a class are entitled to vote as a separate voting group, if shareholder voting is otherwise required by this chapter, on a proposed amendment if the amendment would:
(1) Increase or decrease the aggregate number of authorized shares of the class;
(2) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(3) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(4) Change the designation, rights, preferences, or limitations of all or part of the shares of the class;
(5) Change the shares of all or part of the class into a different number of shares of the same class;
(6) Create a new class of shares having rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class;
(7) Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolutions that are prior, superior, or substantially equal to the shares of the class;
(8) Limit or deny an existing preemptive right of all or part of the shares of the class; or
(9) Cancel or otherwise affect rights to distributions of dividends that have accumulated but not yet been declared on all or part of the shares of the class.
(b) If a proposed amendment would affect a series of a class of shares in one or more ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles two or more series of shares to vote as separate voting groups under this section would affect those two or more series in the same or substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.
(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.04; amended and renumbered by Act 2009-513, p. 967, §129.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.05 - Amendment Before Issuance of Shares.

Section 10A-2-10.05
Amendment before 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.
If a corporation has not yet issued shares, its board of directors may adopt one or more amendments to the corporation's articles of incorporation.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.05; amended and renumbered by Act 2009-513, p. 967, §129.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.06 - Articles of Amendment.

Section 10A-2-10.06
Articles of amendment.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
A corporation amending its articles of incorporation shall deliver to the judge of probate for filing articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment adopted;
(3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
(4) The date of each amendment's adoption;
(5) If an amendment was adopted by the board of directors without shareholder action, a statement to that effect and that shareholder action was not required;
(6) If an amendment was approved by the shareholders:
(i) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and the number of votes of each voting group indisputably represented at the meeting; and
(ii) Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.06; amended and renumbered by Act 2009-513, p. 967, §129.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.07 - Restated Articles of Incorporation.

Section 10A-2-10.07
Restated articles of 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 corporation's board of directors may restate its articles of incorporation at any time with or without shareholder action.
(b) The restatement may include one or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in Section 10A-2-10.03.
(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement that identifies any amendment or other change it would make in the articles.
(d) A corporation restating its articles of incorporation shall deliver to the judge of probate for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(1) Whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement;
(2) If the restatement contains an amendment to the articles requiring shareholder approval, the information required by Section 10A-2-10.06.
(e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(f) The judge of probate may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d).
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.07; amended and renumbered by Act 2009-513, p. 967, §129.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.08 - Amendment Pursuant to Reorganization.

Section 10A-2-10.08
Amendment pursuant to reorganization.
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's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by Section 10A-2-2.02.
(b) The individual or individuals designated by the court shall deliver to the judge of probate for filing articles of amendment setting forth:
(1) The name of the corporation;
(2) The text of each amendment approved by the court;
(3) The date of the court's order or decree approving the articles of amendment;
(4) The title of the reorganization proceeding in which the order or decree was entered; and
(5) A statement that the court had jurisdiction of the proceeding under federal statute.
(c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
(d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.08; amended and renumbered by Act 2009-513, p. 967, §129.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division A - Amendment of Articles of Incorporation. › Section 10A-2-10.09 - Effect of Amendment.

Section 10A-2-10.09
Effect of amendment.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.09; amended and renumbered by Act 2009-513, p. 967, §129.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division B - Amendment of Bylaws. › Section 10A-2-10.20 - Amendment by Board of Directors or Shareholders.

Section 10A-2-10.20
Amendment by board of directors or shareholders.
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's board of directors may amend or repeal the corporation's bylaws unless:
(1) The articles of incorporation or this chapter reserve this power exclusively to the shareholders in whole or part; or
(2) The shareholders in amending or repealing a particular bylaw provide expressly that the board of directors may not amend or repeal that bylaw.
(b) A corporation's shareholders may amend or repeal the corporation's bylaws even though the bylaws may also be amended or repealed by its board of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.20; amended and renumbered by Act 2009-513, p. 967, §131.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division B - Amendment of Bylaws. › Section 10A-2-10.21 - Bylaw Increasing Quorum or Voting Requirement for Shareholders.

Section 10A-2-10.21
Bylaw increasing quorum or voting requirement for shareholders.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by this chapter. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders 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 requirement then in effect or proposed to be adopted, whichever is greater.
(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.21; amended and renumbered by Act 2009-513, p. 967, §131.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 10 - Amendment of Articles of Incorporation and Bylaws. › Division B - Amendment of Bylaws. › Section 10A-2-10.22 - Bylaw Increasing Quorum or Voting Requirement for Directors.

Section 10A-2-10.22
Bylaw increasing quorum or voting requirement 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 bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed:
(1) If originally adopted by the shareholders, only by the shareholders;
(2) If originally adopted by the board of directors, either by the shareholders or by the board of directors.
(b) A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c) Action by the board of directors under subsection (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.22; amended and renumbered by Act 2009-513, p. 967, §131.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.01 - Merger.

Section 10A-2-11.01
Merger.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Subject to the limitations of the Constitution of Alabama of 1901 as the same may be amended from time to time, one or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders, if required by Section 10A-2-11.03, approve a plan of merger.
(b) The plan of merger must set forth:
(1) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;
(2) The terms and conditions of the merger; and
(3) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of any other corporation or into cash or other property in whole or part.
(c) The plan of merger may set forth:
(1) Amendments to the articles of incorporation of the surviving corporation; and
(2) Other provisions relating to the merger.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.01; amended and renumbered by Act 2009-513, p. 967, §133.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.02 - Share Exchange.

Section 10A-2-11.02
Share exchange.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Subject to the limitations of the Constitution of Alabama of 1901, as it may be amended from time to time, a corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and, if required by Section 10A-2-11.03, the shareholders of each corporation approve the exchange.
(b) The plan of exchange shall set forth all of the following:
(1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation.
(2) The terms and conditions of the exchange.
(3) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.
(c) The plan of exchange may set forth other provisions relating to the exchange.
(d) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.02; amended and renumbered by Act 2009-513, p. 967, §133; Act 2012-563, p. 1675, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.04 - Merger of Subsidiary.

Section 10A-2-11.04
Merger of subsidiary.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Subject to the limitations of the Constitution of Alabama of 1901, as the same may be amended from time to time, a parent corporation owning at least 80 percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary.
(b) The board of directors of the parent shall adopt a plan of merger that sets forth:
(1) The names of the parent and subsidiary; and
(2) The manner and basis of converting the shares of the subsidiary into shares, obligations, or other securities of the parent or any other corporation or into cash or other property in whole or part.
(c) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.
(d) The parent may not deliver articles of merger to the Secretary of State for filing until at least 30 days after the date it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.
(e) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in Section 10A-2-10.02.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.04; amended and renumbered by Act 2009-513, p. 967, §133.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2 - Business Corporations. › Article 11 - Merger and Share Exchange. › Section 10A-2-11.05 - Articles of Merger or Share Exchange.

Section 10A-2-11.05
Articles of merger or share exchange.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Secretary of State for filing articles of merger or share exchange setting forth:
(1) The plan of merger or share exchange;
(2) If shareholder approval was not required, a statement to that effect;
(3) If approval of the shareholders of one or more corporations party to the merger or share exchange was required:
(i) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan as to each corporation; and
(ii) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group; and
(4) As to each domestic corporation, the county in which its articles of incorporation are filed.
(b) A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange.
(Acts 1994, No. 94-245, p. 343, §1; §10-2B-11.05; amended and renumbered by Act 2009-513, p. 967, §133.)