11-50-525
Section 11-50-525 Board of directors. The government of the corporation shall be vested in
the board, which may by resolution exercise or provide for the exercise of all the powers
of the corporation. The board shall be composed of one director from each municipality located
in the power district having a population of 1,000 or more inhabitants according to the last
or any future federal census, whose election shall be certified to the corporation by the
clerk of such municipality as hereinafter provided. The governing body of each such municipality
having such population may elect a director from such municipality. The election of each such
director shall be certified to the corporation by the clerk of the municipality whose governing
body shall make such election, as and when any such election shall be so made. The directors
so certified shall constitute the board, and a majority thereof at any time existing shall
constitute a quorum of the board for the transaction of business. The...
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11-56-6
Section 11-56-6 Board of directors; record of proceedings of board. The corporation shall have
a board of directors composed of the number of directors provided in the certificate of incorporation.
All powers of the corporation shall be exercised by the board or pursuant to its authorization.
The directors shall be residents of the municipality and shall be elected by the governing
body for staggered terms of office as follows: The first term of one third of the directors
shall be two years; of another one third, four years; and of the remaining one third, six
years. Thereafter the term of office of each director shall be six years. If any director
resigns, dies, becomes incapable of acting as a director or ceases to reside in the municipality,
the governing body shall elect a successor to serve for the unexpired period of his term.
Directors shall be eligible for reelection by the governing body to succeed themselves in
office. No director shall be an officer of the state or the...
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2-6-83
Section 2-6-83 Notice of resolution regarding issuance of securities; limitation of actions
to contest validity of securities; venue of actions under article. Upon the adoption by the
board of directors of the corporation of any resolution providing for the issuance of securities
under the provisions of this article, the corporation may, in its discretion, cause to be
published once a week for two consecutive weeks in a newspaper published and having general
circulation in the City of Montgomery, a notice in substantially the following form (the blanks
being first properly completed): "The Alabama Agricultural Markets and Coliseum Corporation
(an instrumentality of the State of Alabama), on the _____ day of ______, authorized the issuance
of $_____ principal amount of securities of the said corporation for purposes authorized in
the act of the Legislature of Alabama under which said corporation was organized. Any action
or proceeding questioning the validity of the said securities or...
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45-49A-10.03
Section 45-49A-10.03 Board of directors. All powers of the corporation shall be exercised by
the board of directors or pursuant to its authority. The directors shall be elected by the
governing body of the City of Bayou La Batre for staggered terms of office as follows: Two
years for the first appointee; three years for the second appointee; four years for the third
appointee; five years for the fourth appointee; six years for the fifth appointee; and thereafter
the term of office of each director shall be six years. If any director resigns or dies or
becomes incapable of acting as a director or ceases to reside in the city or is otherwise
disqualified to act, the governing body of the City of Bayou La Batre shall elect a successor
to serve for the unexpired term. Directors shall be eligible for reelection to succeed themselves
in office. A majority of the members of the board shall constitute a quorum for the transaction
of business. The corporation shall have a president, vice...
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10A-2-10.02
Section 10A-2-10.02 Amendment by 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. Unless
the articles of incorporation provide otherwise, a corporation's board of directors may adopt
one or more amendments to the corporation's articles of incorporation without shareholder
action: (1) To extend the duration of the corporation if it was incorporated at a time when
limited duration was required by law; (2) To delete the names and addresses of the initial
directors; (3) 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; (4) To change each
issued and unissued authorized share of an outstanding class into a greater number of whole
shares if the corporation has only shares of that class outstanding; (5) To change the corporate
name by substituting the word "corporation," or "incorporated," or an...

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10A-2-11.02
Section 10A-2-11.02 Share exchange. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations
of the Constitution of Alabama of 1901, as it may be amended from time to time, a corporation
may acquire all of the outstanding shares of one or more classes or series of another corporation
if the board of directors of each corporation adopts and, if required by Section 10A-2-11.03,
the shareholders of each corporation approve the exchange. (b) The plan of exchange shall
set forth all of the following: (1) The name of the corporation whose shares will be acquired
and the name of the acquiring corporation. (2) The terms and conditions of the exchange. (3)
The manner and basis of exchanging the shares to be acquired for shares, obligations, or other
securities of the acquiring or any other corporation or for cash or other property in whole
or part. (c) The plan of exchange may set forth other...
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10A-2-14.02
Section 10A-2-14.02 Dissolution 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 dissolution for submission
to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors
must recommend dissolution 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; and (2) The shareholders
entitled to vote must approve the proposal to dissolve as provided in subsection (e). (c)
Subject to the corporation's articles of incorporation, the board of directors may condition
its submission of the proposal for dissolution on any basis, except that the board of directors
may not decrease the vote required for approval under subsection (e)....
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10A-2-16.01
Section 10A-2-16.01 Corporate records. 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 shall
keep as permanent records minutes of all meetings of its shareholders and board of directors,
a record of all actions taken by the shareholders or board of directors without a meeting,
and a record of all actions taken by a committee of the board of directors in place of the
board of directors on behalf of the corporation. (b) A corporation shall maintain appropriate
accounting records. (c) A corporation or its agent shall maintain a record of its shareholders,
in a form that permits preparation of a list of the names and addresses of all shareholders,
in alphabetical order by class or shares showing the number and class of shares held by each.
(d) A corporation shall maintain its records in written form or in another form capable of
conversion into written form within a reasonable time. (e) Each...
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10A-2-3.03
Section 10A-2-3.03 Emergency powers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) In anticipation of or during
an emergency defined in subsection (d), the board of directors of a corporation may: (1) Modify
lines of succession to accommodate the incapacity of any director, officer, employee, or agent;
and (2) Relocate the principal office, designate alternative principal offices or regional
offices, or authorize the officers to do so. (b) During an emergency defined in subsection
(d), unless emergency bylaws provide otherwise: (1) Notice of a meeting of the board of directors
need be given only to those directors whom it is practicable to reach and may be given in
any practical manner, including by publication and radio; and (2) One or more officers of
the corporation present at a meeting of the board of directors may be deemed to be directors
for the meeting in order of rank and within the same rank in...
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10A-2-6.28
Section 10A-2-6.28 Expense of issue. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation may pay the expenses
of selling or underwriting its shares, and of organizing or reorganizing the corporation,
from the consideration received for shares. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-6.28;
amended and renumbered by Act 2009-513, p. 967, §102.)...
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