§ 10A-2-2.02 — Supplemental Provisions Required or Permitted in Articles of Incorporation

Alabama § 10A-2-2.02

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 2: Business Corporations
• Art. 2: Formation and Governing Documents

Text

REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) In addition to the information required to be set forth in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation formed under this chapter must set forth:
(1) The number of shares the corporation is authorized to issue;
(2) The names and addresses of the individuals who are to serve as the initial directors; and
(3) The purpose or purposes for which the corporation is organized, which may be stated to be or to include the transaction of any lawful business for which corporations may be incorporated under this chapter.
(b) The articles of incorporation may set forth:
(1) Provisions not inconsistent with law regarding:
(i) Reservation to the shareholders of the right to adopt the initial bylaws of the corporation;
(ii) Managing the business and regulating the affairs of the corporation;
(iii) Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders; or
(iv) A par value for authorized shares or classes of shares;
(2) Any provision that under this chapter is required or permitted to be set forth in the bylaws; and
(3) A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for (A) the amount of a financial benefit received by a director to which he or she is not entitled; (B) an intentional infliction of harm on the corporation or the shareholders; (C) a violation of Section 10A-2-8.33; (D) an intentional violation of criminal law; or (E) a breach of the director’s duty of loyalty to the corporation or its shareholders.
(c) The articles of incorporation need not set forth any of the corporate powers enumerated in Sections 10A-1-2.11, 10A-1-2.12, and 10A-1-2.13.

Legislative History

(Acts 1994, No. 94-245, p. 343, §1; §10-2B-2.02; amended and renumbered by Act 2009-513, p. 967, §89.)