Alabama Articles 5.11, 5.12, and 5.13 of the Texas Business Corporation Act are specific sections that address important legal aspects of corporate governance and the rights and responsibilities of directors and officers within a corporation in the state of Alabama. These articles play a crucial role in defining the structure, powers, and functions of corporations operating in Alabama, and compliance with these provisions is essential for maintaining the legality and integrity of corporate operations. Alabama Article 5.11: Qualifications and Duties of Directors Under Alabama Article 5.11, the Texas Business Corporation Act lays out the qualifications and duties expected of directors serving on the board of a corporation. Some key aspects addressed in this provision include the eligibility criteria for individuals to serve as directors, the tenure, and rotation of directors, and the general responsibilities that directors must fulfill in their roles. This article also outlines the fiduciary duty of directors, emphasizing their obligation to act in the best interests of the corporation and its shareholders. Alabama Article 5.12: Removal and Resignation of Directors Alabama Article 5.12 of the Texas Business Corporation Act pertains to the removal and resignation of directors within a corporation. This article specifies the circumstances under which a director can be removed from their position by shareholders or other authorized entities, highlighting the procedures and requirements that must be followed. Additionally, it details the process for directors to resign voluntarily and the necessary steps for the corporation to fill any resulting vacancies on the board. Alabama Article 5.13: Indemnification and Liability of Directors and Officers Article 5.13 of the Texas Business Corporation Act focuses on the indemnification and liability aspects concerning directors and officers of a corporation. This article discusses the right to indemnification available to directors and officers for expenses and liabilities incurred in the course of their duties, subject to certain conditions and limitations. Furthermore, it addresses the circumstances under which directors and officers may be held personally liable for breaches of fiduciary duty or other wrongful acts, emphasizing the importance of accountability and responsible corporate governance. It is essential to note that the Alabama Articles 5.11, 5.12, and 5.13 are specific to the Texas Business Corporation Act and not the state of Alabama itself. They lay down the legal framework for corporate governance within the state of Texas, providing guidelines and requirements for corporations operating there. While there are no specific Alabama Articles 5.11, 5.12, and 5.13, it is crucial for individuals and organizations conducting business in Alabama to understand the provisions and legal requirements governing their respective state's corporation laws. Compliance with these laws helps ensure transparent and accountable corporate practices, safeguarding the interests of shareholders and upholding the integrity of business operations.
Alabama Articles 5.11, 5.12 and 5.13 of Texas Business Corporation Act
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Bylaws cover a range of topics, including finances, voting, appointing officers and directors, and much more. While you won't need to file your corporate bylaws with the Secretary of State?unlike the Texas Certificate of Formation?every Texas corporation is required to have bylaws.
(a) A director shall discharge the director's duties, including duties as a committee member, in good faith, with ordinary care, and in a manner the director reasonably believes to be in the best interest of the corporation.
Action by Directors. (a) The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation or by this code.
Under Article 2.21 of the Texas Business Corporation Act (TBCA), for example, shareholders or affiliates cannot be held liable for a corporation's contractual obligations unless they caused the corporation to be used to perpetrate ?an actual fraud? primarily for the purpose of personal benefit?.
Current with legislation from the 2023 Regular and Special Sessions effective as of September 1, 2023. Section 21.218 - Examination of Records (a) In this section, a holder of a beneficial interest in a voting trust entered into under Section 6.251 is a holder of the shares represented by the beneficial interest.
(a) The act of a majority of the directors present at a meeting at which a quorum is present at the time of the act is the act of the board of directors of a corporation, unless the act of a greater number is required by the certificate of formation or bylaws of the corporation or by this code.
(a) Regular meetings of the board of directors of a corporation may be held with or without notice as prescribed by the corporation's bylaws. (b) Special meetings of the board of directors shall be held with notice as prescribed by the bylaws.
(b) The owners or members or the governing authority of a filing entity, or a committee of the governing authority, may take action without holding a meeting, providing notice, or taking a vote if each person entitled to vote on the action signs a written consent or consents stating the action taken.