§ 10A-2A-7.05 — Notice of Meeting

Alabama § 10A-2A-7.05

• Jurisdiction: Alabama
• Title 10A: Alabama Business and Nonprofit Entities Code
• Ch. 2A: Alabama Business Corporation Law
• Art. 7: Stockholders
• Div. A: Meetings

Text

(a) A corporation shall notify stockholders of the place, if any, date, and time of each annual and special stockholders’ meeting no fewer than 10 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to Section 10A-2A-7.09 for holders of any class or series of stock, the notice to the holders of that class or series of stock must describe the means of remote communication to be used. The notice must include the record date for determining the stockholders entitled to vote at the meeting, if that date is different from the record date for determining stockholders entitled to notice of the meeting. Unless this chapter or the certificate of incorporation requires otherwise, the corporation is required to give notice only to stockholders entitled to vote at the meeting as of the record date for determining the stockholders entitled to notice of the meeting.
(b) Unless this chapter or the certificate of incorporation requires otherwise, the notice of an annual meeting of stockholders need not include a description of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting of stockholders must include a description of the purpose or purposes for which the meeting is called.
(d) If not otherwise fixed under Section 10A-2A-7.03 or Section 10A-2A-7.07, the record date for determining stockholders entitled to notice of and to vote at an annual or special stockholders’ meeting is the
earlier of (i) the date of the action by the board of directors calling the meeting of the stockholders or (ii) the
day before the first notice is delivered to stockholders.
(e) Unless the certificate of incorporation or bylaws require otherwise, if an annual or special stockholders’ meeting is adjourned to a different place, if any, date, or time
(including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication pursuant to Section 10A-2A-7.09)
, notice need not be given of the new place, if any, date, or time if the new place, if any, date, or time is
(i)
announced at the meeting before adjournment
or (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication
. If a new record date for the adjourned meeting is or must be fixed under Section 10A-2A-7.07, however, notice of the adjourned meeting shall be given under this section to stockholders entitled to vote at the adjourned meeting as of the record date fixed for notice of the adjourned meeting.

Legislative History

(Act 2019-94, §1; Act 2024-413, §1.)