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10A-2-7.32
Section 10A-2-7.32 Shareholder agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT
2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement
among the shareholders of a corporation that complies with this section is effective
among the shareholders and the corporation even though it is inconsistent with one or more
provisions of this chapter in that it: (1) Eliminates the authority of the board of directors
or restricts the discretion or powers of the board of directors; (2) Governs the authorization
or making of distributions whether or not in proportion to ownership of shares, subject to
the limitations in Section 10A-2-6.40; (3) Establishes who shall be directors or officers
of the corporation, or their terms of office or manner of selection or removal; (4) Governs,
in general or in regard to specific matters, the exercise or division of voting power by or
between the shareholders and directors or by or among any of them, including use of...
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10A-2-8.25
Section 10A-2-8.25 Committees. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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 provide otherwise, a board of directors may create one or more committees and appoint
members of the board of directors to serve on them. Each committee may have one or more members,
who serve at the pleasure of the board of directors. (b) The creation of a committee and appointment
of members to it must be approved by the greater of (1) a majority of all the directors in
office when the action is taken or (2) the number of directors required by the articles of
incorporation or bylaws to take action under Section 10A-2-8.24. (c) Sections 10A-2-8.20
through 10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice,
and quorum and voting requirements of the board of directors, apply to committees and their
members as well. (d) To the extent specified by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.25.htm - 2K - Match Info - Similar pages
15-18-179
Section 15-18-179 Application for incorporation; certificate of incorporation; amendment;
board of directors; dissolution; funding; competitive bidding laws not applicable. (a) A public
corporation may be organized as a community punishment and corrections authority pursuant
to this article in any county or group of counties located in one or more judicial circuits.
In order to incorporate the public corporation, any number of natural persons, not less than
three, who are duly qualified electors of a proposed county or counties shall first file a
written application with the county commission or any two or more thereof. The application
shall contain all of the following: (1) The names of each county commission with which the
application is filed. (2) A statement that the applicants propose to incorporate an authority
pursuant to this article. (3) The proposed location of the principal office of the authority.
(4) A statement that each of the applicants is a duly qualified elector of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/15-18-179.htm - 14K - Match Info - Similar pages
11-50-313
Section 11-50-313 Board of directors. (a) Each corporation formed or the certificate
of incorporation of which is amended under this article shall have a board of directors which
shall constitute the governing body of the corporation, which board shall consist of at least
three members. In any Class 4 municipality which has adopted a mayor-council form of government
pursuant to Chapter 43B (commencing with Section 11-43B-1) of this title, any corporation
formed pursuant to this chapter may have a governing body which shall consist of seven members.
Any corporation, located in any Class 5 municipality, which is governed by a local law enacted
in the 1995 Regular Session may have a governing body which shall consist of seven members.
No fee shall be paid to any director for services rendered with respect to a sanitary sewer
system. In any instance where the system or systems owned and operated by the corporation
are any one or more of a water system, a gas system, and an electric system,...
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10A-2A-10.07
Section 10A-2A-10.07 Restated certificate of incorporation. Notwithstanding Division
B of Article 3 of Chapter 1: (a) A corporation's board of directors may restate its certificate
of incorporation at any time, without stockholder approval, to consolidate all amendments
into a single document. (b) If the restated certificate of incorporation includes one or more
new amendments that require stockholder approval, the amendments shall be adopted and approved
as provided in Section 10A-2A-10.03. (c) A corporation that restates its certificate
of incorporation shall deliver to the Secretary of State for filing a certificate of restatement
setting forth: (1) the name of the corporation; (2) the text of the restated certificate of
incorporation; (3) a statement that the restated certificate of incorporation consolidates
all amendments into a single document; and (4) if a new amendment is included in the restated
certificate of incorporation, the statements required under Section 10A-2A-10.06...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.07.htm - 1K - Match Info - Similar pages
11-101A-6
Section 11-101A-6 Board of directors. (a) Each corporation shall be governed by a board
of directors composed of the number of directors provided in the certificate of incorporation
as most recently amended. Unless provided to the contrary in its certificate of incorporation,
all powers of the authority shall be exercised by the board or pursuant to this authorization.
Subject to the provisions of subdivision (8) of subsection (b) of Section 11-101A-4,
the board shall consist of directors having those qualifications, being elected or appointed
by that person or persons, including, without limitation, the board itself, one or more authorizing
subdivisions, or other counties and municipalities, and other entities or organizations and
in the manner, and serving for the terms of office, all as shall be specified in the certificate
of incorporation of the authority. Notwithstanding the foregoing, no fewer than a majority
of the directors shall be elected by the governing body or bodies of...
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11-20-35
Section 11-20-35 Certificate of incorporation - Amendment. If any corporation formed
under this article has accidentally or inadvertently failed to comply with the requirements
of this article in its organization, such omission or defect may be corrected by filing an
amendment as provided in this section. The certificate of incorporation of any corporation
formed under this article may also at any time and from time to time be amended so as to make
any changes therein and add any provisions thereto which might have been included in the certificate
of incorporation in the first instance. Any such amendment shall be effected in the following
manner: The board of directors of the corporation shall adopt a resolution proposing such
amendment to the certificate of incorporation. The chairman of the board of directors of the
corporation shall file with the governing body of the county an application in writing seeking
permission to amend the certificate of incorporation, specifying in such...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-20-35.htm - 2K - Match Info - Similar pages
10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation
may at any time restate its certificate of formation as theretofore amended, in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed restated certificate of formation and directing that
they be submitted to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. (2) Written notice setting forth the proposed restated
articles or a summary of the provisions thereof shall be given to each member entitled to
vote thereon, within the time and in the manner provided in this chapter for the giving of
notice of meetings of members. If the meeting is an annual meeting, the proposed restated
articles or a summary of the provisions thereof may be included in the notice of the annual
meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
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11-22-6
Section 11-22-6 Certificate of incorporation - Amendments. If any corporation formed
under this chapter has accidentally or inadvertently failed to comply with the requirements
hereof in its organization, such omission or defect may be corrected by filing an amendment
as provided in this section. The certificate of incorporation of any corporation formed
under this chapter may also at any time and from time to time be amended so as to make any
changes therein and add any provisions thereto which might have been included in the certificate
of incorporation in the first instance. Any amendment shall be effected in the following manner:
The members of the board of directors of the corporation shall file with the governing body
of the county an application in writing seeking permission to amend the certificate of incorporation,
specifying in such application the amendment proposed to be made. Such governing body shall
consider such application and, if it shall by appropriate resolution...
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11-60-6
Section 11-60-6 Certificate of incorporation - Amendment. If any corporation formed
under this chapter has accidentally or inadvertently failed to comply with the requirements
of this chapter in its organization, such omission or defect may be corrected by filing an
amendment as provided in this section. The certificate of incorporation of any corporation
formed under this chapter may also at any time and from time to time be amended so as to make
any changes therein and add any provisions thereto which might have been included in the certificate
of incorporation in the first instance. Any amendment shall be effected in the following manner:
The members of the board of directors of the corporation shall file with the governing body
of the municipality an application in writing seeking permission to amend the certificate
of incorporation, specifying in such application the amendment proposed to be made. Such governing
body shall consider such application and, if it shall by appropriate...
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