10A-2-10.20
Section 10A-2-10.20 Amendment by board of directors or shareholders. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) A corporation's board of directors may amend or repeal the corporation's bylaws unless:
(1) The articles of incorporation or this chapter reserve this power exclusively to the shareholders
in whole or part; or (2) The shareholders in amending or repealing a particular bylaw provide
expressly that the board of directors may not amend or repeal that bylaw. (b) A corporation's
shareholders may amend or repeal the corporation's bylaws even though the bylaws may also
be amended or repealed by its board of directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-10.20;
amended and renumbered by Act 2009-513, p. 967, §131.)...
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10A-2A-10.20
Section 10A-2A-10.20 Authority to amend. (a) A corporation's stockholders may amend or repeal
the corporation's bylaws. (b) A corporation's board of directors may amend or repeal the corporation's
bylaws, unless: (1) the certificate of incorporation, Section 10A-2A-10.21 or, if applicable,
Section 10A-2A-10.22, reserves that power exclusively to the stockholders in whole or part;
or (2) except as provided in Section 10A-2A-2.05(d), the stockholders in amending, repealing,
or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or
adopt that bylaw. (c) A stockholder of the corporation does not have a vested property right
resulting from any provision in the bylaws. (Act 2019-94, §1.)...
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37-6-3
Section 37-6-3 Enumerated powers. A cooperative shall have the power: (1) To sue and be sued
in its corporate name. (2) To adopt a corporate seal and alter the same at its pleasure. (3)
To generate, manufacture, purchase, acquire and transmit electric energy and to distribute,
sell, supply and dispose of electric energy to its members, to governmental agencies and political
subdivisions and to other persons; provided, however, that should a cooperative acquire any
electric facilities dedicated or devoted to the public use, it may continue to serve the persons
served directly from such facilities at the time of such acquisition without requiring that
such persons become members, and, provided further, that such nonmembers shall have the right
to become members upon nondiscriminatory terms. Cooperatives may not condition membership
or provision of service on compliance by the member with requirements not directly related
to the electric or other service to be provided by the cooperative....
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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...
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33-12-5
Section 33-12-5 Powers, duties and functions. The powers, duties and functions of the agency
shall be as follows: (1) GENERALLY. The agency a. Shall have perpetual succession in its corporate
name. b. May sue and be sued in its corporate name. c. May adopt, use and alter a corporate
seal, which shall be judicially noticed. d. May enter into such contracts and cooperative
agreements with the federal, state and local governments, with agencies of such governments,
with private individuals, corporations, associations, trusts and other organizations as the
board may deem necessary or convenient to enable it to carry out the purposes of this chapter,
including the planned, orderly residential development of the area. e. May adopt, amend and
repeal bylaws. f. May appoint such managers, officers, employees, attorneys and agents as
the board deems necessary for the transaction of its business, fix their compensation, define
their duties, require bonds of such of them as the board may...
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10A-2-2.07
Section 10A-2-2.07 Emergency bylaws. 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, the board of directors of a corporation 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 shareholders, 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 consistent 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 emergency
bylaws: (1) Binds the corporation; and (2) May not be used to...
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10A-2-10.21
Section 10A-2-10.21 Bylaw increasing quorum or voting requirement for shareholders. REPEALED
IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. (a) If authorized by the articles of incorporation, the shareholders may
adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders,
or voting groups of shareholders, than is required by this chapter. The adoption or amendment
of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders
must meet the same quorum requirement and be adopted by the same vote and voting groups required
to take action under the quorum and voting requirement then in effect or proposed to be adopted,
whichever is greater. (b) A bylaw that fixes a greater quorum or voting requirement for shareholders
under subsection (a) may not be adopted, amended, or repealed by the board of directors. (Acts
1994, No. 94-245, p. 343, §1; §10-2B-10.21;...
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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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10A-2A-2.05
Section 10A-2A-2.05 Bylaws. (a) The incorporators or board of directors of a corporation shall
adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any
provision that is not inconsistent with law or the certificate of incorporation. (c) The bylaws
may contain one or both of the following provisions: (1) a requirement that if the corporation
solicits proxies or consents with respect to an election of directors, the corporation include
in its proxy statement and any form of its proxy or consent, to the extent and subject to
any procedures or conditions as are provided in the bylaws, one or more individuals nominated
by a stockholder in addition to individuals nominated by the board of directors; and (2) a
requirement that the corporation reimburse the expenses incurred by a stockholder in soliciting
proxies or consents in connection with an election of directors, to the extent and subject
to any procedures and conditions as are provided in the bylaws,...
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10A-2-10.03
Section 10A-2-10.03 Amendment by board of directors and shareholders. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) A corporation's board of directors may propose one or more amendments to the
articles of incorporation for submission to the shareholders. (b) For the amendments to be
adopted: (1) The board of directors must recommend the amendment to the shareholders unless
the board of directors determines that because of conflict of interest or other special circumstances
it should make no recommendation and communicates the basis for its determination to the shareholders
with the amendment; and (2) The shareholders entitled to vote on the amendment must approve
the amendment as provided in subsection (e). (c) Subject to the corporation's articles of
incorporation, the board of directors may condition its submission of the proposed amendment
on any basis, except that the board of directors may not...
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