10A-2A-10.03
Section 10A-2A-10.03 Amendment by board of directors and stockholders. If a corporation has
issued stock, an amendment to the certificate of incorporation shall be adopted in the following
manner: (a) The proposed amendment shall first be adopted by the board of directors. (b) Except
as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment shall
then be approved by the stockholders. In submitting the proposed amendment to the stockholders
for approval, the board of directors shall recommend that the stockholders approve the amendment,
unless (i) the board of directors makes a determination that because of conflicts of interest
or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26
applies. If either (i) or (ii) applies, the board of directors must inform the stockholders
of the basis for its so proceeding. (c) The board of directors may set conditions for the
approval of the amendment by the stockholders or the...
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10A-2A-8.25
Section 10A-2A-8.25 Committees of the board. (a) Unless this chapter, the certificate of incorporation,
or the bylaws provide otherwise, a board of directors may establish one or more board committees
composed exclusively of one or more directors to perform functions of the board of directors.
(b) The establishment of a board committee and appointment of members to it shall be approved
by the greater of (i) a majority of all the directors in office when the action is taken or
(ii) the number of directors required by the certificate of incorporation or bylaws to take
action under Section 10A-2A-8.24, unless, in either case, this chapter or the certificate
of incorporation provides otherwise. (c) Section 10A-2A-8.20 through Section 10A-2A-8.24 apply
to board committees and their members. (d) A board committee may exercise the powers of the
board of directors under Section 10A-2A-8.01, to the extent specified by the board of directors
or in the certificate of incorporation or bylaws,...
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41-10-87
Section 41-10-87 Board of directors of corporation - Composition; qualifications, reelection,
etc., of members; vacancies; quorum; compensation and expenses of members; reduction to writing,
recordation and admissibility in evidence of proceedings of board. The corporation shall have
a board of directors composed of the number of directors provided for in the certificate of
incorporation and as otherwise provided in this article. All powers of the corporation shall
be exercised by its board or pursuant to its authorization. All directors shall be residents
of the county. No director shall be an officer of the state or of the county. If any director
resigns, dies, becomes incapable of acting as director or ceases to reside in the county,
the governing body shall elect a director to serve for the unexpired term of any director
elected by it, and the Governor shall appoint a successor to serve the unexpired term of any
director appointed by him. Directors shall be eligible for reelection...
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11-50-232
Section 11-50-232 Certificate of incorporation - Contents; amendment. (a) The certificate of
incorporation of any corporation organized under this article shall state: (1) The name of
the corporation, which shall be a name indicating the system or systems for operation of which
the corporation is organized (e.g., "The Waterworks and Sewer Board of the City (or Town)
of _____"); (2) The location of its principal office and the post office address thereof;
(3) The period for the duration of the corporation (if the duration is to be perpetual, this
fact should be stated); and (4) The objects for which the corporation is organized. The certificate
of incorporation may also contain any provisions not contrary to law which the incorporators
may choose to insert for the regulation and conduct of the affairs of the corporation. (b)
Any corporation organized under this article may at any time amend its certificate of incorporation
so as to provide for the operation of a system in addition to...
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11-95-6
Section 11-95-6 Board of directors of corporation; election; terms of office; qualifications;
vacancies; expenses; impeachment. Each corporation shall be governed by a board of directors.
All powers of the corporation shall be exercised by the board or pursuant to its authorization.
The board shall consist of five directors. One director, the alternating director, shall be
elected initially by the governing body of the authorizing municipality and thereafter alternately
by the governing bodies of the authorizing county and the authorizing municipality. Two directors
shall be elected by the governing body of the authorizing county and two directors shall be
elected by the governing body of the authorizing municipality. The initial term of office
of the alternating director shall begin immediately upon his election and shall end at 12:01
o'clock, A.M., on the third January 1 following the date of filing of the certificate of incorporation
of the corporation. Thereafter, the term of...
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10A-2A-8.40
Section 10A-2A-8.40 Officers. (a) A corporation has the officers described in its certificate
of incorporation or bylaws or appointed by the board of directors in accordance with the certificate
of incorporation or bylaws. (b) The board of directors may elect individuals to fill one or
more offices of the corporation. An officer may appoint one or more officers if authorized
by the certificate of incorporation or bylaws or the board of directors. (c) The certificate
of incorporation, bylaws, or the board of directors shall assign to an officer responsibility
for maintaining and authenticating the records of the corporation required to be kept under
Section 10A-2A-16.01(a). (d) Unless the certificate of incorporation or bylaws provide otherwise,
the same individual may simultaneously hold more than one office in a corporation. (Act 2019-94,
§1.)...
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11-89-34
Section 11-89-34 Directors. Upon filing the certificate of incorporation and the certificate
of the Secretary of State in the office of the judge of probate as provided in Section 11-89-32,
the special corporation shall come into existence. The corporation shall have three directors.
The directors shall be elected by the board for staggered terms so that one director shall
serve an initial term of two years, one director shall serve an initial term of four years,
and one director shall serve an initial term of six years. Thereafter, all directors shall
serve six-year terms. Any director of the special corporation shall serve until his or her
successor is elected and qualified. No director of the special corporation may be an officer
of any municipality, county, or the State of Alabama, nor may any director of the special
corporation be a director of the district. Each director shall reside in the service area
of the special corporation as set forth in its certificate of incorporation....
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22-21-362
Section 22-21-362 Incorporation of dental service plan corporation; management by board of
directors. (a) Any dental service plan corporation shall be incorporated under the provisions
of the laws of Alabama, except to the extent that the provisions thereof are in conflict with
the provisions of this article. Every charter or certificate of incorporation of such corporation
shall have endorsed thereon or affixed thereto the consent of the commissioner of insurance.
(b) The affairs of any dental service plan corporation shall be managed by a board of directors
composed of not fewer than five members, all of whom shall be residents of this state. (Acts
1982, No. 82-463, p. 741, §3.)...
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41-10-88
Section 41-10-88 Board of directors of corporation - Election and terms of office of members
generally. The governing body shall elect the number of directors provided in the certificate
of incorporation of the corporation for staggered terms of office. At the time of the election
of the first board, the governing body shall divide the directors into three groups containing
as nearly equal whole numbers as may be possible. The first term of the directors included
in the first group shall be two years; the first term of the directors included in the second
group shall be four years; the first term of the directors included in the third group shall
be six years; and, thereafter, the terms of all directors shall be six years; provided, that
if at the expiration of any term of office of any director a successor shall not have been
elected, then the director whose term of office shall have expired shall continue to hold
office until his successor shall be so elected. (Acts 1965, 1st Ex....
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10A-2A-2.06
Section 10A-2A-2.06 Emergency bylaws. (a) Unless the certificate of incorporation provides
otherwise, the board of directors may adopt bylaws to be effective only in an emergency defined
in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the stockholders,
may make all provisions necessary for managing the corporation during the emergency, including:
(1) procedures for calling a meeting of the board of directors; (2) quorum requirements for
the meeting; and (3) designation of additional or substitute directors. (b) All provisions
of the regular bylaws not inconsistent with the emergency bylaws remain effective during the
emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate
action taken in good faith in accordance with the emergency bylaws: (1) binds the corporation;
and (2) may not be used to impose liability on a director, officer, employee, or agent of
the corporation. (d) An emergency exists for purposes of this...
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