10A-2-8.24
Section 10A-2-8.24 Quorum and voting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation
or bylaws require a greater number, a quorum of a board of directors consists of: (1) A majority
of the fixed number of directors if the corporation has a fixed board size; or (2) A majority
of the fixed number of directors prescribed, or if no number is prescribed the number in office
immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors
to consist of no fewer than one-third of the fixed or prescribed number of directors determined
under subsection (a). (c) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the board of directors unless the articles
of incorporation or bylaws require the vote of a...
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10A-2-2.06
Section 10A-2-2.06 Bylaws. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY
1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The board of directors of a corporation
shall adopt initial bylaws for the corporation unless the right to adopt the initial bylaws
is reserved to the shareholders in the articles of incorporation. (b) The bylaws of a corporation
may contain any provision for managing the business and regulating the affairs of the corporation
that is not inconsistent with law or the articles of incorporation. (Acts 1994, No. 94-245,
p. 343, §1; §10-2B-2.06; amended and renumbered by Act 2009-513, p. 967, §89.)...
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10A-2-8.22
Section 10A-2-8.22 Notice of meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Regular meetings of the board
of directors may be held with or without notice as prescribed in the bylaws. (b) Unless the
articles of incorporation or bylaws provide for a longer or shorter period, special meetings
of the board of directors must be preceded by at least two days' notice of the date, time,
and place of the meeting. The notice need not describe the purpose of the special meeting
unless required by the articles of incorporation or bylaws. (Acts 1994, No. 94-245, p. 343,
§1; §10-2B-8.22; amended and renumbered by Act 2009-513, p. 967, §118.)...
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11-49B-5
Section 11-49B-5 Amendments to certificate of incorporation. The certificate of incorporation
of any authority incorporated under this chapter may be amended as follows: (1) A resolution
adopted by the board of directors proposing an amendment to the certificate of incorporation.
(2) The proposed amendment shall be set forth in full in the resolution, and which may include
any matters which might have been included in the original certificate of incorporation. (3)
After the adoption of the resolution proposing an amendment to the certificate of incorporation
of the authority, the chair of the board or other chief executive officer, and the secretary
of the authority, shall sign and file a written application in the name of and on behalf of
the authority, under its seal, with the governing body of the authorizing county and with
the governing body of the principal municipality, requesting each governing body to adopt
a resolution approving the proposed amendment, and accompanied by a...
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22-21-135
Section 22-21-135 Board of directors. (a) The authority shall have a board of directors composed
of the number of directors provided in the certificate of incorporation, as most recently
amended. All powers of the authority shall be exercised by the board or pursuant to its authorization.
The directors shall be residents of the municipality (except, that any director required to
be elected from among persons nominated by the county commission need not be a resident of
the municipality, but must be a resident of the county) and shall be elected by the governing
body for staggered terms of office. In order to accomplish this purpose, the governing body
shall, at the time of the election of the first board, divide the board into three groups
containing as near equal whole numbers as possible. The first term of board members included
in the first group shall be two years, the first term of the board members included in the
second group shall be four years and the first term of the board...
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10A-1-3.12
Section 10A-1-3.12 Procedures to amend certificate of formation. (a) The procedure to adopt
an amendment to the certificate of formation is as provided by the chapter of this title which
applies to the entity, provided that unless the governing documents of the entity or the chapter
of this title which applies to the entity provide otherwise, the governing authorities of
the entity shall have the power, without owner or member action, to adopt one or more amendments
to the entity's certificate of formation: (1) to delete the name and address of organizers
or persons listed in the original certificate of formation as initial governing persons, other
than the name and address of each general partner of a limited partnership; (2) to delete
the name and address of the initial registered agent or registered office, if a statement
of change is on file with the Secretary of State; (3) to change the entity name by adding,
deleting, or changing a geographical attribution in the name, or by...
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10A-2-8.01
Section 10A-2-8.01 Requirements for and duties of board of directors. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) Each corporation must have a board of directors. (b) All corporate powers
shall be exercised by or under the authority of, and the business and affairs of the corporation
managed under the direction of, its board of directors, subject to any limitation set forth
in the articles of incorporation or in an agreement authorized under Section 10A-2-7.32. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-8.01; amended and renumbered by Act 2009-513, p. 967,
§116.)...
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10A-2-8.10
Section 10A-2-8.10 Vacancy on board. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation
provide otherwise, if a vacancy occurs on a board of directors: (1) The shareholders may fill
the vacancy, whether resulting from an increase in the number of directors or otherwise; or
(2) The board of directors may fill the vacancy, except that the directors shall have the
power to fill a vacancy resulting from an increase in the number of directors only if expressly
provided for in the articles of incorporation; or (3) If the directors remaining in office
constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that
the directors are authorized to fill, by the affirmative vote of a majority of all the directors
remaining in office. (b) If the vacant office was held by a director elected by a voting group
of shareholders, only the holders of shares of that...
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10A-2-8.33
Section 10A-2-8.33 Liability for unlawful distributions. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Unless he or she complies with the applicable standards of conduct described in Section 10A-2-8.30,
a director who votes for or assents to a distribution made in violation of this chapter or
the articles of incorporation is personally liable to the corporation for the amount of the
distribution that exceeds what could have been distributed without violating this chapter
or the articles of incorporation. (b) A director held liable for an unlawful distribution
under subsection (a) is entitled to contribution: (1) From every other director who voted
for or assented to the distribution without complying with the applicable standards of conduct
described in Section 10A-2-8.30, and (2) From each shareholder for the amount the shareholder
accepted knowing the distribution was made in violation of this chapter or...
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10A-2A-10.08
Section 10A-2A-10.08 Amendment pursuant to reorganization. Notwithstanding Division B of Article
3 of Chapter 1: (a) A corporation's certificate of incorporation may be amended without action
by the board of directors or stockholders to carry out a plan of reorganization ordered or
decreed by a court of competent jurisdiction under the authority of a law of the United States
if the certificate of incorporation after the amendment only contains provisions required
or permitted by Section 10A-2A-2.02. (b) The individual or individuals designated by the court
shall deliver to the Secretary of State for filing a certificate of amendment setting forth:
(1) the name of the corporation; (2) the text of each amendment approved by the court; (3)
the date of the court's order or decree approving the certificate of amendment; (4) the title
of the reorganization proceeding in which the order or decree was entered; and (5) a statement
that the court had jurisdiction of the proceeding under federal...
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