Notwithstanding Section 10A-1-1.03, as used in this chapter, unless otherwise specified or unless the context otherwise requires, the following terms have the following meanings:

Terms Used In Alabama Code 10A-2A-1.40

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • association: Includes, but is not limited to, an unincorporated nonprofit association as defined in Chapter 17 and an unincorporated professional association as defined in Article 1 of Chapter 30. See Alabama Code 10A-1-1.03
  • BUSINESS TRUST: A business trust as defined in Chapter 16. See Alabama Code 10A-1-1.03
  • CERTIFICATE OF DISSOLUTION: Any document such as a certificate of dissolution, statement of dissolution, or articles of dissolution, required or permitted to be filed publicly with respect to an entity's dissolution and winding up of its business, activity, activities, not for profit activity, or affairs. See Alabama Code 10A-1-1.03
  • certificate of incorporation: as used in this chapter is synonymous to the term "certificate of formation" used in Chapter 1. See Alabama Code 10A-2A-1.40
  • Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
  • corporation: Includes a domestic or foreign business corporation as defined in Chapter 2 or Chapter 2A, as applicable, a domestic or foreign nonprofit corporation as defined in Chapter 3, a domestic or foreign professional corporation as defined in Chapter 4, and those entities specified in Chapter 20 as corporate. See Alabama Code 10A-1-1.03
  • delivery: means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with Section 10A-2A-1. See Alabama Code 10A-2A-1.40
  • director: An individual who serves on the board of directors, by whatever name known, of a foreign or domestic corporation. See Alabama Code 10A-1-1.03
  • Distribution: means a direct or indirect transfer of cash or other property (except a corporation's own stock) or incurrence of indebtedness by a corporation to or for the benefit of its stockholders in respect of any of its stock. See Alabama Code 10A-2A-1.40
  • Document: means a writing as defined in Chapter 1. See Alabama Code 10A-2A-1.40
  • electronic: Relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. See Alabama Code 10A-1-1.03
  • Eligible entity: means an unincorporated entity, foreign unincorporated entity, nonprofit corporation, or foreign nonprofit corporation. See Alabama Code 10A-2A-1.40
  • Employee: includes an officer, but not a director. See Alabama Code 10A-2A-1.40
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Entity: includes corporation; foreign corporation; nonprofit corporation; foreign nonprofit corporation; estate; trust; unincorporated entity; foreign unincorporated entity; and state, United States, and foreign government. See Alabama Code 10A-2A-1.40
  • Expenses: means reasonable expenses of any kind that are incurred in connection with a matter. See Alabama Code 10A-2A-1.40
  • following: means next after. See Alabama Code 1-1-1
  • foreign: With respect to an entity, that the entity is formed and existing under the laws of a jurisdiction other than this state. See Alabama Code 10A-1-1.03
  • foreign corporation: means an entity incorporated or existing under this chapter. See Alabama Code 10A-2A-1.40
  • Foreign nonprofit corporation: means a corporation incorporated under a law other than the law of this state which would be a nonprofit corporation if incorporated under the law of this state. See Alabama Code 10A-2A-1.40
  • GENERAL PARTNERSHIP: A partnership as defined in Chapter 8A. See Alabama Code 10A-1-1.03
  • Governing statute: means the statute governing the internal affairs of a corporation, foreign corporation, nonprofit corporation, foreign nonprofit corporation, unincorporated entity, or foreign unincorporated entity. See Alabama Code 10A-2A-1.40
  • Interest: means either or both of the following rights under the governing statute governing an unincorporated entity:

    (i) the right to receive distributions from the entity either in the ordinary course or upon liquidation; or

    (ii) the right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs. See Alabama Code 10A-2A-1.40

  • law: Unless the context requires otherwise, both statutory and common law. See Alabama Code 10A-1-1.03
  • LIMITED LIABILITY COMPANY: A limited liability company as defined in Chapter 5A. See Alabama Code 10A-1-1.03
  • LIMITED LIABILITY PARTNERSHIP: A limited liability partnership as defined in Chapter 8A. See Alabama Code 10A-1-1.03
  • LIMITED PARTNERSHIP: A limited partnership as defined in Chapter 9A. See Alabama Code 10A-1-1.03
  • Merger: means a transaction pursuant to Section 10A-2A-11. See Alabama Code 10A-2A-1.40
  • NONPROFIT ASSOCIATION: An unincorporated nonprofit association as defined in Chapter 17. See Alabama Code 10A-1-1.03
  • NONPROFIT CORPORATION: A domestic or foreign nonprofit corporation as defined in Chapter 3. See Alabama Code 10A-1-1.03
  • officer: An individual elected, appointed, or designated as an officer of an entity by the entity's governing authority or under the entity's governing documents. See Alabama Code 10A-1-1.03
  • organization: A corporation, limited partnership, general partnership, limited liability company, business trust, real estate investment trust, joint venture, joint stock company, cooperative, association, bank, insurance company, credit union, savings and loan association, or other organization, regardless of whether the organization is for profit, not for profit, nonprofit, domestic, or foreign. See Alabama Code 10A-1-1.03
  • Organizational documents: means the public organic record and private organizational documents of a corporation, foreign corporation, or eligible entity. See Alabama Code 10A-2A-1.40
  • person: An individual, including the estate of an incompetent or deceased individual, or an organization, whether created by the laws of this state or another state or foreign country, including, without limitation, a general partnership, limited liability partnership, limited partnership, limited liability limited partnership, limited liability company, corporation, professional corporation, nonprofit corporation, professional association, trustee, personal representative, fiduciary, as defined in Section 19-3-150 or person performing in any similar capacity, business trust, estate, trust, association, joint venture, government, governmental subdivision, agency, or instrumentality, or any other legal or commercial entity. See Alabama Code 10A-1-1.03
  • Principal office: means the office (in or out of this state) so designated in the annual report where the principal executive offices of a corporation or foreign corporation are located. See Alabama Code 10A-2A-1.40
  • Private organizational documents: means (i) the bylaws of a corporation, foreign corporation, nonprofit corporation, or foreign nonprofit corporation, or (ii) the rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity or foreign unincorporated entity, are binding on all its interest holders, and are not part of its public organic record, if any. See Alabama Code 10A-2A-1.40
  • property: Includes all property, whether real, personal, or mixed, or tangible or intangible, or any right or interest therein. See Alabama Code 10A-1-1.03
  • Public organic record: means (i) the certificate of incorporation of a corporation, foreign corporation, nonprofit corporation, or foreign nonprofit corporation, or (ii) the document, if any, the filing of which is required to create an unincorporated entity or foreign unincorporated entity, or which creates the unincorporated entity or foreign unincorporated entity and is required to be filed. See Alabama Code 10A-2A-1.40
  • real property: includes lands, tenements and hereditaments. See Alabama Code 1-1-1
  • Record date: means the date fixed for determining the identity of the corporation's stockholders and their stockholdings for purposes of this chapter. See Alabama Code 10A-2A-1.40
  • Record stockholder: means (i) the person in whose name shares of stock are registered in the records of the corporation, or (ii) the person identified as the beneficial owner of stock in a beneficial ownership certificate pursuant to Section 10A-2A-7. See Alabama Code 10A-2A-1.40
  • Secretary: means the corporate officer to whom the board of directors has delegated responsibility under Section 10A-2A-8. See Alabama Code 10A-2A-1.40
  • state: Includes, when referring to a part of the United States, a state or commonwealth, and its agencies and governmental subdivisions, and a territory or possession, and its agencies and governmental subdivisions, of the United States. See Alabama Code 10A-1-1.03
  • Statute: A law passed by a legislature.
  • Stock: means the units into which the proprietary interests in a corporation or foreign corporation are divided. See Alabama Code 10A-2A-1.40
  • Stockholder: means a record stockholder. See Alabama Code 10A-2A-1.40
  • Type of entity: means a generic form of entity: (i) recognized at common law; or (ii) formed under a governing statute, regardless of whether some entities formed under that law are subject to provisions of that law that create different categories of the form of entity. See Alabama Code 10A-2A-1.40
  • Unincorporated entity: means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a corporation, foreign corporation, nonprofit corporation, foreign nonprofit corporation, a series of a limited liability company or of another type of entity, an estate, a trust, a state, United States, or foreign government. See Alabama Code 10A-2A-1.40
  • United States: includes any district, authority, bureau, commission, department, and any other agency of the United States. See Alabama Code 10A-2A-1.40
  • Voting group: means all stock of one or more classes or series that under the certificate of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of stockholders. See Alabama Code 10A-2A-1.40
  • Voting trust beneficial owner: means an owner of a beneficial interest in stock of the corporation held in a voting trust established pursuant to Section 10A-2A-7. See Alabama Code 10A-2A-1.40
  • writing: includes typewriting and printing on paper. See Alabama Code 1-1-1

(1) “Authorized stock” means the stock of all classes and series a corporation or foreign corporation is authorized to issue.

(2) “Beneficial stockholder” means a person who owns the beneficial interest in stock, which may be a record stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary or nominee.

(3) “Certificate of incorporation” means the certificate of incorporation described in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other documents permitted or required to be delivered for filing by a corporation with the Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace the certificate of incorporation. After an amendment of the certificate of incorporation or any other document filed under this chapter or Chapter 1 that restates the certificate of incorporation in its entirety, the certificate of incorporation shall not include any prior documents. When used with respect to a corporation incorporated and existing on December 31, 2019, under a predecessor law of this state, the term “certificate of incorporation” means articles of incorporation, charter, or similar incorporating document, and all amendments and restatements to the certificate of incorporation, charter, or similar incorporating document. When used with respect to a foreign corporation, a nonprofit corporation, or a foreign nonprofit corporation, the “certificate of incorporation” of such an entity means the document of such entity that is equivalent to the certificate of incorporation of a corporation. The term “certificate of incorporation” as used in this chapter is synonymous to the term “certificate of formation” used in Chapter 1.

(4) “Corporation,” except in the phrase “foreign corporation,” means an entity incorporated or existing under this chapter.

(5) “Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with Section 10A-2A-1.41, by electronic transmission.

(6) “Distribution” means a direct or indirect transfer of cash or other property (except a corporation’s own stock) or incurrence of indebtedness by a corporation to or for the benefit of its stockholders in respect of any of its stock. A distribution may be in the form of a payment of a dividend; a purchase, redemption, or other acquisition of stock; a distribution of indebtedness; a distribution in liquidation; or otherwise.

(7) “Document” means a writing as defined in Chapter 1.

(8) “Effective date,” when referring to a document accepted for filing by the Secretary of State, means the time and date determined in accordance with Article 4 of Chapter 1.

(9) “Eligible entity” means an unincorporated entity, foreign unincorporated entity, nonprofit corporation, or foreign nonprofit corporation.

(10) “Eligible interests” means interests or memberships.

(11) “Employee” includes an officer, but not a director. A director may accept duties that make the director also an employee.

(12) “Entity” includes corporation; foreign corporation; nonprofit corporation; foreign nonprofit corporation; estate; trust; unincorporated entity; foreign unincorporated entity; and state, United States, and foreign government.

(13) “Expenses” means reasonable expenses of any kind that are incurred in connection with a matter.

(14) “Filing entity” means an unincorporated entity, other than a limited liability partnership, that is of a type that is created by filing a public organic record or is required to file a public organic record that evidences its creation.

(15) “Foreign corporation” means a corporation incorporated under a law other than the law of this state which would be a corporation if incorporated under the law of this state.

(16) “Foreign nonprofit corporation” means a corporation incorporated under a law other than the law of this state which would be a nonprofit corporation if incorporated under the law of this state.

(17) “Governing statute” means the statute governing the internal affairs of a corporation, foreign corporation, nonprofit corporation, foreign nonprofit corporation, unincorporated entity, or foreign unincorporated entity.

(18) “Governmental subdivision” includes authority, county, district, and municipality.

(19) “Includes” and “including” denote a partial definition or a nonexclusive list.

(20) “Interest” means either or both of the following rights under the governing statute governing an unincorporated entity:

(i) the right to receive distributions from the entity either in the ordinary course or upon liquidation; or

(ii) the right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs.

(21) “Interest holder” means a person who holds of record an interest.

(22) “Knowledge” is determined as follows:

(a) A person knows a fact when the person:

(1) has actual knowledge of it; or

(2) is deemed to know it under law other than this chapter.

(b) A person has notice of a fact when the person:

(1) knows of it;

(2) receives notification of it in accordance with Section 10A-2A-1.41;

(3) has reason to know the fact from all of the facts known to the person at the time in question; or

(4) is deemed to have notice of the fact under subsection (d).

(c) A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course in accordance with Section 10A-2A-1.41, whether or not the other person knows the fact.

(d) A person is deemed to have notice of a corporation’s:

(1) matters included in the certificate of incorporation upon filing;

(2) dissolution, 90 days after a certificate of dissolution under Section 10A-2A-14.03 becomes effective;

(3) conversion, merger, or interest exchange under Article 9 or Article 11, 90 days after a statement of conversion, or statement of merger or interest exchange becomes effective;

(4) conversion or merger under Article 8 of Chapter 1, 90 days after a statement of conversion or statement of merger becomes effective; and

(5) revocation of dissolution and reinstatement, 90 days after certificate of revocation of dissolution and reinstatement under Section 10A-2A-14.04 becomes effective.

(e) A stockholder‘s knowledge, notice, or receipt of a notification of a fact relating to the corporation is not knowledge, notice, or receipt of a notification of a fact by the corporation solely by reason of the stockholder’s capacity as a stockholder.

(f) The date and time of the effectiveness of a notice delivered in accordance with Section 10A-2A-1.41, is determined by Section 10A-2A-1.41.

(23) “Means” denotes an exhaustive definition.

(24) “Membership” means the rights of a member in a nonprofit corporation or foreign nonprofit corporation.

(25) “Merger” means a transaction pursuant to Section 10A-2A-11.02.

(26) “Organizational documents” means the public organic record and private organizational documents of a corporation, foreign corporation, or eligible entity.

(27) “Principal office” means the office (in or out of this state) so designated in the annual report where the principal executive offices of a corporation or foreign corporation are located.

(28) “Private organizational documents” means (i) the bylaws of a corporation, foreign corporation, nonprofit corporation, or foreign nonprofit corporation, or (ii) the rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity or foreign unincorporated entity, are binding on all its interest holders, and are not part of its public organic record, if any. Where private organizational documents have been amended or restated, the term means the private organizational documents as last amended or restated.

(29) “Proceeding” includes any civil suit and criminal, administrative, and investigatory action.

(30) “Public organic record” means (i) the certificate of incorporation of a corporation, foreign corporation, nonprofit corporation, or foreign nonprofit corporation, or (ii) the document, if any, the filing of which is required to create an unincorporated entity or foreign unincorporated entity, or which creates the unincorporated entity or foreign unincorporated entity and is required to be filed. Where a public organic record has been amended or restated, the term means the public organic record as last amended or restated.

(31) “Record date” means the date fixed for determining the identity of the corporation’s stockholders and their stockholdings for purposes of this chapter. Unless another time is specified when the record date is fixed, the determination shall be made as of the close of business at the principal office of the corporation on the date so fixed.

(32) “Record stockholder” means (i) the person in whose name shares of stock are registered in the records of the corporation, or (ii) the person identified as the beneficial owner of stock in a beneficial ownership certificate pursuant to Section 10A-2A-7.23 on file with the corporation to the extent of the rights granted by such certificate.

(33) “Secretary” means the corporate officer to whom the board of directors has delegated responsibility under Section 10A-2A-8.40(c) to maintain the minutes of the meetings of the board of directors and of the stockholders and for authenticating records of the corporation.

(34) “Stock exchange” means a transaction pursuant to Section 10A-2A-11.03.

(35) “Stockholder” means a record stockholder.

(36) “Stock” means the units into which the proprietary interests in a corporation or foreign corporation are divided.

(37) “Type of entity” means a generic form of entity: (i) recognized at common law; or (ii) formed under a governing statute, regardless of whether some entities formed under that law are subject to provisions of that law that create different categories of the form of entity.

(38) “Unincorporated entity” means an organization or artificial legal person that either has a separate legal existence or has the power to acquire an estate in real property in its own name and that is not any of the following: a corporation, foreign corporation, nonprofit corporation, foreign nonprofit corporation, a series of a limited liability company or of another type of entity, an estate, a trust, a state, United States, or foreign government. The term includes a general partnership, limited liability company, limited partnership, business trust, joint stock association, and unincorporated nonprofit association.

(39) “United States” includes any district, authority, bureau, commission, department, and any other agency of the United States.

(40) “Unrestricted voting trust beneficial owner” means, with respect to any stockholder rights, a voting trust beneficial owner whose entitlement to exercise the stockholder right in question is not inconsistent with the voting trust agreement.

(41) “Voting group” means all stock of one or more classes or series that under the certificate of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of stockholders. All stock entitled by the certificate of incorporation or this chapter to vote generally on the matter is for that purpose a single voting group.

(42) “Voting power” means the current power to vote in the election of directors.

(43) “Voting trust beneficial owner” means an owner of a beneficial interest in stock of the corporation held in a voting trust established pursuant to Section 10A-2A-7.30(a).

(Act 2019-94, §1.)