reglab/statecodes huggingface dataset:
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division C - Directors. › Section 10A-2A-8.32 - Directors' Liability for Unlawful Distributions.

Section 10A-2A-8.32
Directors' liability for unlawful distributions.
(a) A director who votes for or assents to a distribution in excess of what may be authorized and made pursuant to Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a) is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a) if the party asserting liability establishes that when taking the action the director did not comply with Section 10A-2A-8.30.
(b) A director held liable under subsection (a) for an unlawful distribution is entitled to:
(1) contribution from every other director who could be held liable under subsection (a) for the unlawful distribution; and
(2) recoupment from each stockholder of the pro-rata portion of the amount of the unlawful distribution the stockholder accepted, knowing the distribution was made in violation of Section 10A-2A-6.40(a) or Section 10A-2A-14.08(a).
(c) A proceeding to enforce:
(1) the liability of a director under subsection (a) is barred unless it is commenced within two years after the date (i) on which the effect of the distribution was measured under Section 10A-2A-6.40(e) or (g), (ii) as of which the violation of Section 10A-2A-6.40(a) occurred as the consequence of disregard of a restriction in the certificate of incorporation, or (iii) on which the distribution of assets to stockholders under Section 10A-2A-14.08(a) was made; or
(2) contribution or recoupment under subsection (b) is barred unless it is commenced within one year after the liability of the claimant has been finally adjudicated under subsection (a).
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2A-8.40 - Officers.

Section 10A-2A-8.40
Officers.
(a) A corporation has the officers described in its certificate of incorporation or bylaws or appointed by the board of directors in accordance with the certificate of incorporation or bylaws.
(b) The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers if authorized by the certificate of incorporation or bylaws or the board of directors.
(c) The certificate of incorporation, bylaws, or the board of directors shall assign to an officer responsibility for maintaining and authenticating the records of the corporation required to be kept under Section 10A-2A-16.01(a).
(d) Unless the certificate of incorporation or bylaws provide otherwise, the same individual may simultaneously hold more than one office in a corporation.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2A-8.41 - Functions of Officers.

Section 10A-2A-8.41
Functions of officers.
Each officer has the authority and shall perform the functions set forth in the certificate of incorporation or bylaws or, to the extent consistent with the certificate of incorporation or bylaws, the functions prescribed by the board of directors or by direction of an officer authorized by the board of directors to prescribe the functions of other officers.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2A-8.42 - Standards of Conduct for Officers.

Section 10A-2A-8.42
Standards of conduct for officers.
Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead:
(a) An officer, when performing in his or her capacity as such, has the duty to act:
(1) in good faith;
(2) with the care that a person in a like position would reasonably exercise under similar circumstances; and
(3) in a manner the officer reasonably believes to be in the best interests of the corporation.
(b) The duty of an officer includes the obligation:
(1) to inform the superior officer to whom, or the board of directors or the board committee to which, the officer reports of information about the affairs of the corporation known to the officer, within the scope of the officer's functions, and known to the officer to be material to that superior officer, board of directors or board committee; and
(2) to inform his or her superior officer, or another appropriate person within the corporation, or the board of directors, or a board committee, of any actual or probable material violation of law involving the corporation or material breach of duty to the corporation by an officer, employee, or agent of the corporation, that the officer believes has occurred or is likely to occur.
(c) In discharging an officer's duties, an officer who does not have knowledge that makes reliance unwarranted is entitled to rely on:
(1) the performance of properly delegated responsibilities by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in performing the responsibilities delegated; or
(2) information, opinions, reports or statements, including financial statements and other financial data, prepared or presented by one or more employees of the corporation whom the officer reasonably believes to be reliable and competent in the matters presented or by legal counsel, public accountants, or other persons retained by the corporation as to matters involving skills or expertise the officer reasonably believes are matters (i) within the particular person's professional or expert competence or (ii) as to which the particular person merits confidence.
(d) An officer shall not be liable to the corporation or its stockholders for any decision to take or not to take action, or any failure to take any action, as an officer, if the duties of the office are performed in compliance with this section. Whether an officer who does not comply with this section shall have liability will depend in each instance on applicable law, including those principles of Section 10A-2A-8.31 that have relevance.
(Act 2019-94, §1; Act 2021-299, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2A-8.43 - Resignation and Removal of Officers.

Section 10A-2A-8.43
Resignation and removal of officers.
Division C of Article 3 of Chapter 1 shall not apply to this chapter. Instead:
(a) An officer may resign at any time by delivering a written notice to the board of directors, its chair, the appointing officer, the secretary, or the corporation. A resignation is effective as provided in Section 10A-2A-1.41(i) unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer accepts the delay, the board of directors or the appointing officer may fill the pending vacancy before the delayed effectiveness but the new officer may not take office until the vacancy occurs.
(b) An officer may be removed at any time with or without cause by (i) the board of directors; (ii) the appointing officer, unless the certificate of incorporation, bylaws, or the board of directors provide otherwise; or (iii) any other officer if authorized by the certificate of incorporation, bylaws, or the board of directors.
(c) In this section, "appointing officer" means the officer (including any successor to that officer) who appointed the officer resigning or being removed.
(Act 2019-94, §1; Act 2021-299, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division D - Officers. › Section 10A-2A-8.44 - Contract Rights of Officers.

Section 10A-2A-8.44
Contract rights of officers.
(a) The election or 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 corporation's contract rights, if any, with the officer.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.50 - Division Definitions.

Section 10A-2A-8.50
Division definitions.
In this division:
(1) "Corporation" includes any domestic or foreign predecessor entity of a corporation.
(2) "Director" or "officer" means an individual who is or was a director or officer, respectively, of a corporation or who, while a director or officer of the corporation, is or was serving at the corporation's request as a director, officer, manager, partner, trustee, employee, or agent of another entity or employee benefit plan. A director or officer is considered to be serving an employee benefit plan at the corporation's request if the individual's duties to the corporation also impose duties on, or otherwise involve services by, the individual to the plan or to participants in or beneficiaries of the plan. "Director" or "officer" includes, unless the context requires otherwise, the estate or personal representative of a director or officer.
(3) "Liability" means the obligation to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to an employee benefit plan), or expenses incurred with respect to a proceeding.
(4) "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 officer, as contemplated in Section 10A-2A-8.56, the office in a corporation held by the officer. "Official capacity" does not include service for any other corporation or foreign corporation or any joint venture, trust, employee benefit plan, or other entity.
(5) "Party" means an individual who was, is, or is threatened to be made, a defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative and whether formal or informal.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.51 - Permissible Indemnification.

Section 10A-2A-8.51
Permissible indemnification.
(a) Except as otherwise provided in this section, a corporation may indemnify an individual who is a party to a proceeding because the individual is a director against liability incurred in the proceeding if:
(1) (i) the director conducted himself or herself in good faith; and
(ii) the director reasonably believed:
(A) in the case of conduct in an official capacity, that his or her conduct was in the best interests of the corporation; and
(B) in all other cases, that his or her conduct was at least not opposed to the best interests of the corporation; and
(iii) in the case of any criminal proceeding, the director had no reasonable cause to believe his or her conduct was unlawful; or
(2) the director engaged in conduct for which broader indemnification has been made permissible or obligatory under a provision of the certificate of incorporation (as authorized by Section 10A-2A-2.02(b)(5)).
(b) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in, and the beneficiaries of, the plan is conduct that satisfies the requirement of subsection (a)(1)(ii)(B).
(c) The termination of a proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, is not, of itself, determinative that the director did not meet the relevant standard of conduct described in this section.
(d) Unless ordered by a court under Section 10A-2A-8.54(a)(3), a corporation may not indemnify a director:
(1) in connection with a proceeding by or in the right of the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director has met the relevant standard of conduct under subsection (a); or
(2) in connection with any proceeding with respect to conduct for which the director was adjudged liable on the basis of receiving a financial benefit to which he or she was not entitled, regardless of whether it involved action in the director's official capacity.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.52 - Mandatory Indemnification.

Section 10A-2A-8.52
Mandatory indemnification.
A corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director was a party because he or she was a director of the corporation against expenses incurred by the director in connection with the proceeding.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.53 - Advance for Expenses.

Section 10A-2A-8.53
Advance for expenses.
(a) A corporation may, before final disposition of a proceeding, advance funds to pay for or reimburse expenses incurred in connection with the proceeding by an individual who is a party to the proceeding because that individual is a director if the director delivers to the corporation a signed written undertaking of the director to repay any funds advanced if (i) the director is not entitled to mandatory indemnification under Section 10A-2A-8.52 and (ii) it is ultimately determined under Section 10A-2A-8.54 or Section 10A-2A-8.55 that the director is not entitled to indemnification.
(b) The undertaking required by subsection (a) must be an unlimited general obligation of the director but need not be secured and may be accepted without reference to the financial ability of the director to make repayment.
(c) Authorizations under this section shall be made:
(1) by the board of directors:
(i) if there are two or more qualified directors, by a majority vote of all the qualified directors (a majority of whom shall for that purpose constitute a quorum) or by a majority of the members of a committee consisting solely of two or more qualified directors appointed by a majority vote of qualified directors; or
(ii) if there are fewer than two qualified directors, by the vote necessary for action by the board of directors in accordance with Section 10A-2A-8.24(c), in which authorization directors who are not qualified directors may participate; or
(2) by the stockholders, but stock owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the authorization.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.54 - Court-Ordered Indemnification and Advance for Expenses.

Section 10A-2A-8.54
Court-ordered indemnification and advance for expenses.
(a) A director who is a party to a proceeding because he or she is a director may apply for indemnification or an advance for expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an application and after giving any notice it considers necessary, the court shall:
(1) order indemnification if the court determines that the director is entitled to mandatory indemnification under Section 10A-2A-8.52;
(2) order indemnification or advance for expenses if the court determines that the director is entitled to indemnification or advance for expenses pursuant to a provision authorized by Section 10A-2A-8.58(a); or
(3) order indemnification or advance for expenses if the court determines, in view of all the relevant circumstances, that it is fair and reasonable (i) to indemnify the director, or (ii) to advance expenses to the director, even if, in the case of (i) or (ii), he or she has not met the relevant standard of conduct set forth in Section 10A-2A-8.51(a), failed to comply with Section 10A-2A-8.53 or was adjudged liable in a proceeding referred to in Section 10A-2A-8.51(d)(1) or Section 10A-2A-8.51(d)(2), but if the director was adjudged so liable indemnification shall be limited to expenses incurred in connection with the proceeding.
(b) If the court determines that the director is entitled to indemnification under subsection (a)(1) or to indemnification or advance for expenses under subsection (a)(2), it shall also order the corporation to pay the director's expenses incurred in connection with obtaining court-ordered indemnification or advance for expenses. If the court determines that the director is entitled to indemnification or advance for expenses under subsection (a)(3), it may also order the corporation to pay the director's expenses to obtain court-ordered indemnification or advance for expenses.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.55 - Determination and Authorization of Indemnification.

Section 10A-2A-8.55
Determination and authorization of indemnification.
(a) A corporation may not indemnify a director under Section 10A-2A-8.51 unless authorized for a specific proceeding after a determination has been made that indemnification is permissible because the director has met the relevant standard of conduct set forth in Section 10A-2A-8.51.
(b) The determination shall be made:
(1) if there are two or more qualified directors, by the board of directors by a majority vote of all the qualified directors (a majority of whom shall for that purpose constitute a quorum), or by a majority of the members of a committee of two or more qualified directors appointed by a majority vote of qualified directors;
(2) by special legal counsel:
(i) selected in the manner prescribed in subsection (b)(1); or
(ii) if there are fewer than two qualified directors, selected by the board of directors (in which selection directors who are not qualified directors may participate); or
(3) by the stockholders, but stock owned by or voted under the control of a director who at the time is not a qualified director may not be voted on the determination.
(c) Authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible except that if there are fewer than two qualified directors, or if the determination is made by special legal counsel, authorization of indemnification shall be made by those entitled to select special legal counsel under subsection (b)(2)(ii).
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.56 - Indemnification of Officers.

Section 10A-2A-8.56
Indemnification of officers.
(a) A corporation may indemnify and advance expenses under this Division E of this Article 8 to an officer who is a party to a proceeding because he or she is an officer
(1) to the same extent as a director; and
(2) if he or she is an officer but not a director, to such further extent as may be provided by the certificate of incorporation or the bylaws, or by a resolution adopted or a contract approved by the board of directors or stockholders, except for
(i) liability in connection with a proceeding by or in the right of the corporation other than for expenses incurred in connection with the proceeding, or
(ii) liability arising out of conduct that constitutes
(A) receipt by the officer of a financial benefit to which he or she is not entitled,
(B) an intentional infliction of harm on the corporation or the stockholders, or
(C) an intentional violation of criminal law.
(b) Subsection (a)(2) shall apply to an officer who is also a director if he or she is made a party to the proceeding based on an act or omission solely as an officer.
(c) An officer who is not a director is entitled to mandatory indemnification under Section 10A-2A-8.52, and may apply to a court under Section 10A-2A-8.54 for indemnification or an advance for expenses, in each case to the same extent to which a director may be entitled to indemnification or advance for expenses under those sections.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.57 - Insurance.

Section 10A-2A-8.57
Insurance.
A corporation may purchase and maintain insurance on behalf of an individual who is a director or officer of the corporation, or who, while a director or officer of the corporation, serves at the corporation's request as a director, officer, partner, trustee, employee, or agent of another corporation or foreign corporation or a joint venture, trust, employee benefit plan, or other entity, against liability asserted against or incurred by the individual in that capacity or arising from the individual's status as a director or officer, regardless of whether the corporation would have power to indemnify or advance expenses to the individual against the same liability under this Division E of this Article 8.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division E - Indemnification and Advance for Expenses. › Section 10A-2A-8.59 - Exclusivity of Division.

Section 10A-2A-8.59
Exclusivity of division.
Division A of Article 6 of Chapter 1 shall not apply to this chapter. Instead, a corporation may provide indemnification or advance expenses to a director or an officer only as permitted by this Division E of this Article 8.
(Act 2019-94, §1; Act 2021-299, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 8 - Directors and Officers. › Division F - Interested Directors; Quorum. › Section 10A-2A-8.60 - Interested Directors; Quorum. This Section Was Assigned by the Code Commissioner in the 2019 Regular Session, Effective January 1, 2020. This Is Not in the Current Code Supplement.

Section 10A-2A-8.60
Interested directors; quorum.
(a) No contract or transaction between a corporation and one or more of its directors or officers, or between a corporation and any other corporation, partnership, association, or other entity in which one or more of its directors or officers, are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the board of directors or committee which authorizes the contract or transaction, or solely because the director's or officer's votes are counted for that purpose, if:
(1) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the board of directors or the committee, and the board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the qualified directors, even though the qualified directors be less than a quorum; or
(2) The material facts as to the director's or officer's relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or
(3) The contract or transaction is fair as to the corporation as of the time it is authorized, approved or ratified, by the board of directors, a committee, or the stockholders.
(b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee which authorizes the contract or transaction.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 9 - Conversions. › Division A - Article Definitions. › Section 10A-2A-9.01 - Definitions.

Section 10A-2A-9.01
Definitions.
As used in this Article 9:
As used in this article, unless the context otherwise requires, the following terms have the following meanings:
(1) CONVERTED ORGANIZATION means the organization into which a converting organization converts pursuant to this article.
(2) CONVERTING CORPORATION means a converting organization that is a corporation.
(3) CONVERTING ORGANIZATION means an organization that converts into another organization pursuant to this article.
(4) GOVERNING STATUTE of an organization means the statute that governs the organization's internal affairs.
(5) ORGANIZATION means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; nonprofit corporation; professional corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.
(6) ORGANIZATIONAL DOCUMENTS means:
(A) for a general partnership or foreign general partnership, its partnership agreement and if applicable, its registration as a limited liability partnership or a foreign limited liability partnership;
(B) for a limited partnership or foreign limited partnership, its certificate of formation and partnership agreement, or comparable writings as provided in its governing statute;
(C) for a limited liability company or foreign limited liability company, its certificate of formation and limited liability company agreement, or comparable writings as provided in its governing statute;
(D) for a business or statutory trust or foreign business or statutory trust, its agreement of trust and declaration of trust, or comparable writings as provided in its governing statute;
(E) for a corporation for profit or foreign corporation for profit, its certificate of incorporation, bylaws, and other agreements among its stockholders that are authorized by its governing statute, or comparable writings as provided in its governing statute;
(F) for a nonprofit corporation or foreign nonprofit corporation, its certificate of incorporation, bylaws, and other agreements that are authorized by its governing statute, or comparable writings as provided in its governing statute;
(G) for a professional corporation or foreign professional corporation, its certificate of incorporation, bylaws, and other agreements among its stockholders that are authorized by its governing statute, or comparable writings as provided in its governing statute; and
(H) for any other organization, the basic writings that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
(Act 2019-94, §1; Act 2021-299, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 9 - Conversions. › Division B - Conversion. › Section 10A-2A-9.11 - Conversion.

Section 10A-2A-9.11
Conversion.
(a) An organization other than a corporation may convert to a corporation, and a corporation may convert to an organization other than a corporation pursuant to this article, and a plan of conversion, if:
(1) the governing statute of the organization that is not a corporation authorizes the conversion;
(2) the law of the jurisdiction governing the converting organization and the converted organization does not prohibit the conversion; and
(3) the converting organization and the converted organization each comply with the governing statute and organizational documents applicable to that organization in effecting the conversion.
(b) A plan of conversion must be in writing and must include:
(1) the name, type of organization, and mailing address of the principal office of the converting organization and its unique identifying number or other designation as assigned by the Secretary of State, if any, before conversion;
(2) the name, type of organization, and mailing address of the principal office of the converted organization after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration allowed in Section 10A-9A-10.02(c); and
(4) the organizational documents of the converted organization.
(c) In connection with a conversion, rights or securities of or interests in the converting organization may be exchanged for or converted into cash, property, or rights or securities of or interests in the converted organization, or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, or rights or securities of or interests in another organization or may be cancelled.
(d) In addition to the requirements of subsection (a), a plan of conversion may contain any other provision not prohibited by law.
(e) The terms of a plan of conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with Section 10A-2A-1.20(c).
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 9 - Conversions. › Division B - Conversion. › Section 10A-2A-9.12 - Action on a Plan of Conversion.

Section 10A-2A-9.12
Action on a plan of conversion.
In the case of a conversion of a corporation the plan of conversion shall be adopted in the following manner:
(a) The plan of conversion shall first be adopted by the board of directors.
(b) The plan of conversion shall then be approved by the stockholders. In submitting the plan of conversion to the stockholders for their approval, the board of directors must recommend that the stockholders approve the plan, unless (i) the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26 applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders of the basis for its so proceeding.
(c) The board of directors may set conditions for approval of the plan of conversion by the stockholders or the effectiveness of the plan of conversion.
(d) If the approval of the stockholders is to be given at a meeting, the corporation shall notify each stockholder, regardless of whether entitled to vote, of the meeting of stockholders at which the plan of conversion is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion and must contain or be accompanied by a copy or summary of the plan. The notice must include or be accompanied by a copy of the organizational documents of the converted organization which are to be in writing as they will be in effect immediately after the conversion.
(e) Unless the certificate of incorporation, or the board of directors acting pursuant to subsection (c), requires a greater vote or a greater quorum, approval of the plan of conversion requires (i) the approval of the stockholders at a meeting at which a quorum exists consisting of a majority of the votes entitled to be cast on the plan, and (ii) the approval of each class or series of stock voting as a separate voting group at a meeting at which a quorum of the voting group exists consisting of a majority of the votes entitled to be cast on the plan by that voting group.
(f) If as a result of the conversion one or more stockholders of the converting corporation would become subject to personal liability, approval of the plan of conversion shall require the signing in connection with the transaction, by each stockholder who would become subject to personal liability, of a separate written consent to become subject to personal liability.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 9 - Conversions. › Division B - Conversion. › Section 10A-2A-9.14 - Amendment of Plan of Conversion; Abandonment.

Section 10A-2A-9.14
Amendment of plan of conversion; abandonment.
(a) A plan of conversion of a converting organization that is a corporation may be amended:
(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) in the manner provided in the plan, except that if the plan has been approved by the stockholders that were entitled to vote on, consent to, or approve of the plan, then those stockholders are entitled to vote on, consent to, or approve of any amendment of the plan that will change:
(i) the amount or kind of eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing, to be received by any of the stockholders of the converting corporation under the plan;
(ii) the organizational documents of the converted organization that will be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the eligible interest holders of the converted organization under its governing statute or organizational documents; or
(iii) any other terms or conditions of the plan, if the change would adversely affect the stockholders in any material respect.
(b) After a plan of conversion has been approved by a converting organization that is a corporation in the manner required by this Division B of this Article 9 and before the statement of conversion becomes effective, the plan may be abandoned by the corporation without action by its stockholders in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, in the manner determined by the board of directors.
(c) If a conversion is abandoned after the statement of conversion has been delivered to the Secretary of State for filing and before the statement of conversion becomes effective, a statement of abandonment, signed by the converting organization, must be delivered to the Secretary of State for filing before the statement of conversion becomes effective. The statement of abandonment takes effect on filing, and the conversion is abandoned and does not become effective. The statement of abandonment must contain:
(1) the name of the converting organization;
(2) the date on which the statement of conversion was filed by the Secretary of State; and
(3) a statement that the conversion has been abandoned in accordance with this section.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 9 - Conversions. › Division B - Conversion. › Section 10A-2A-9.16 - Nonexclusive.

Section 10A-2A-9.16
Nonexclusive.
This article is not exclusive. This article does not preclude a corporation from converting under law other than this chapter.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 10 - Amendment of Certificate of Incorporation and Bylaws. › Division A - Amendment of Certificate of Incorporation. › Section 10A-2A-10.01 - Authority to Amend.

Section 10A-2A-10.01
Authority to amend.
(a) A corporation may amend its certificate of incorporation at any time to add or change a provision that is required or permitted in the certificate of incorporation as of the effective date of the amendment or to delete a provision that is not required to be contained in the certificate of incorporation. Whether a provision is required or permitted in the certificate of incorporation is determined as of the effective date of the amendment.
(b) A stockholder of the corporation does not have a vested property right resulting from any provision in the certificate of incorporation, including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 10 - Amendment of Certificate of Incorporation and Bylaws. › Division A - Amendment of Certificate of Incorporation. › Section 10A-2A-10.02 - Amendment Before Issuance of Stock.

Section 10A-2A-10.02
Amendment before issuance of stock.
If a corporation has not yet issued stock, its board of directors, or its incorporators if it has no board of directors, may adopt one or more amendments to the corporation's certificate of incorporation.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 10 - Amendment of Certificate of Incorporation and Bylaws. › Division A - Amendment of Certificate of Incorporation. › Section 10A-2A-10.04 - Voting on Amendments by Voting Groups.

Section 10A-2A-10.04
Voting on amendments by voting groups.
(a) The holders of the outstanding stock of a class are entitled to vote as a separate voting group (if stockholder voting is otherwise required by this chapter) on a proposed amendment to the certificate of incorporation if the amendment would:
(1) effect an exchange or reclassification of all or part of the stock of the class into stock of another class;
(2) effect an exchange or reclassification, or create the right of exchange, of all or part of the stock of another class into stock of the class;
(3) change the rights, preferences, or limitations of all or part of the stock of the class;
(4) change the stock of all or part of the class into a different number of shares of stock of the same class;
(5) create a new class of stock having rights or preferences with respect to distributions that are prior or superior to the stock of the class;
(6) increase the rights, preferences, or number of authorized shares of stock of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the stock of the class;
(7) limit or deny an existing preemptive right of all or part of the stock of the class; or
(8) cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the stock of the class.
(b) If a proposed amendment would affect a series of a class of stock in one or more of the ways described in subsection (a), the holders of stock of that series are entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles the holders of two or more classes or series of stock to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of stock of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the certificate of incorporation or added as a condition by the board of directors pursuant to Section 10A-2A-10.03(c).
(d) A class or series of stock is entitled to the voting rights granted by this section even if the certificate of incorporation provides that the stock is nonvoting stock.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 10 - Amendment of Certificate of Incorporation and Bylaws. › Division A - Amendment of Certificate of Incorporation. › Section 10A-2A-10.05 - Amendment by Board of Directors.

Section 10A-2A-10.05
Amendment by board of directors.
Unless the certificate of incorporation provides otherwise, a corporation's board of directors may adopt amendments to the corporation's certificate of incorporation without stockholder approval:
(a) to extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(b) to delete the names and addresses of the incorporators or initial directors;
(c) 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;
(d) if the corporation has only one class of stock outstanding:
(1) to change each issued and unissued authorized share of stock of the class into a greater number of whole shares of stock of that class; or
(2) to increase the number of authorized shares of stock of the class to the extent necessary to permit the issuance of stock as a stock dividend;
(e) to change the corporate name, provided that the name complies with Article 5 of Chapter 1;
(f) to reflect a reduction in authorized stock, as a result of the operation of Section 10A-2A-6.31(b), when the corporation has acquired its own stock and the certificate of incorporation prohibits the reissue of the acquired stock;
(g) to delete a class of stock from the certificate of incorporation, as a result of the operation of Section 10A-2A-6.31(b), when there is no remaining stock of the class because the corporation has acquired all stock of the class and the certificate of incorporation prohibits the reissue of the acquired stock; or
(h) to take actions expressly permitted by Section 10A-2A-6.02 to be made without stockholder approval.
(Act 2019-94, §1.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 10 - Amendment of Certificate of Incorporation and Bylaws. › Division A - Amendment of Certificate of Incorporation. › Section 10A-2A-10.06 - Certificate of Amendment.

Section 10A-2A-10.06
Certificate of amendment.
Division B of Article 3 of Chapter 1 shall not apply to this chapter. Instead:
(a) After an amendment to the certificate of incorporation has been adopted and approved in the manner required by this chapter and by the certificate of incorporation, the corporation shall deliver to the Secretary of State for filing a certificate of amendment, which must set forth:
(1) the name of the corporation;
(2) the text of each amendment adopted, or the information required by Section 10A-2A-1.20(c)(5);
(3) if an amendment provides for an exchange, reclassification, or cancellation of issued stock, provisions for implementing the amendment if not contained in the amendment itself, (which may be made dependent upon facts objectively ascertainable outside the certificate of amendment in accordance with Section 10A-2A-1.20(c)(5));
(4) the date of each amendment's adoption;
(5) if an amendment:
(i) was adopted by the incorporators or board of directors without stockholder approval, a statement that the amendment was duly adopted by the incorporators or by the board of directors, as the case may be, and that stockholder approval was not required;
(ii) required approval by the stockholders, a statement that the amendment was duly approved by the stockholders in the manner required by this chapter and by the certificate of incorporation; or
(iii) is being filed pursuant to Section 10A-2A-1.20(c)(5), a statement to that effect; and
(6) the unique identifying number or other designation as assigned by the Secretary of State.
(b) A certificate of amendment shall take effect at the effective date determined in accordance with Article 4 of Chapter 1.
(Act 2019-94, §1; Act 2021-299, §3.)
2023 Code of Alabama › Title 10A - Alabama Business and Nonprofit Entities Code. › Chapter 2A - Alabama Business Corporation Law. › Article 10 - Amendment of Certificate of Incorporation and Bylaws. › Division A - Amendment of Certificate of Incorporation. › Section 10A-2A-10.07 - Restated Certificate of Incorporation.

Section 10A-2A-10.07
Restated certificate of incorporation.
Division B of Article 3 of Chapter 1 shall not apply to this chapter. Instead:
(a) A corporation's board of directors may restate its certificate of incorporation at any time, without stockholder approval, to consolidate all amendments into a single document.
(b) If the restated certificate of incorporation includes one or more new amendments that require stockholder approval, the amendments shall be adopted and approved as provided in Section 10A-2A-10.03.
(c) A corporation that restates its certificate of incorporation shall deliver to the Secretary of State for filing a certificate of restatement setting forth:
(1) the name of the corporation;
(2) the text of the restated certificate of incorporation;
(3) a statement that the restated certificate of incorporation consolidates all amendments into a single document;
(4) if a new amendment is included in the restated certificate of incorporation, the statements required under Section 10A-2A-10.06 with respect to the new amendment; and
(5) the unique identifying number or other designation as assigned by the Secretary of State.
(d) The duly adopted restated certificate of incorporation supersedes the original certificate of incorporation and all amendments to the certificate of incorporation.
(e) The Secretary of State may certify the restated certificate of incorporation as the certificate of incorporation currently in effect, without including the statements required by subsection (c)(4).
(Act 2019-94, §1; Act 2021-299, §3.)