Ala. Code § 10A-2-8.63
This is the official text of Ala. Code § 10A-2-8.63, part of Alabama’s Code — part of the compiled statutory law of Alabama, published by the state as "Code." Browse the sections below, each linked to its official government source.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
Section 10A-2-8.63 Shareholders’ Action
Official statutory text
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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.
(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.
Status: reserved · Read it on the official government site
Need a lawyer in Alabama?
Find a Alabama lawyer
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.