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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.10.htm - 1K - Match Info - Similar pages
10A-2A-8.10
Section 10A-2A-8.10 Vacancy on board of directors. (a) Unless the certificate of incorporation provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (1) the stockholders may fill the vacancy; (2) the board of directors may fill the vacancy; or (3) if the directors remaining in office are less than a quorum, they may fill the vacancy 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 stockholders, only the holders of stock of that voting group are entitled to vote to fill the vacancy if it is filled by the stockholders, and only the remaining directors elected by that voting group, even if less than a quorum, are entitled to fill the vacancy if it is filled by the directors. (c) A vacancy that will occur at a specific later date (by reason of a resignation effective at a later date under Section...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.10.htm - 1K - Match Info - Similar pages
10A-2A-10.22
Section 10A-2A-10.22 Bylaw provisions relating to the election of directors. (a) Unless the certificate of incorporation (i) specifically prohibits the adoption of a bylaw pursuant to this section, (ii) alters the vote specified in Section 10A-2A-7.28(a), or (iii) provides for cumulative voting, a corporation may elect in its bylaws to be governed in the election of directors as follows: (1) each vote entitled to be cast may be voted for or against up to that number of candidates that is equal to the number of directors to be elected, or a stockholder may indicate an abstention, but without cumulating the votes; (2) to be elected, a nominee shall have received a plurality of the votes cast by holders of stock entitled to vote in the election at a meeting at which a quorum is present, provided that a nominee who is elected but receives more votes against than for election shall serve as a director for a term that shall terminate on the date that is the earlier of (i) 90 days from the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.22.htm - 3K - Match Info - Similar pages
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
11-92B-7
Section 11-92B-7 Board of directors. (a) The authority shall operate under the direction of a board of directors which shall consist of voting members selected as follows: (1) One member appointed by the Governor. (2) Five members appointed by the governing body of each municipality whose corporate limits lie in whole or in part within the operational area of the authority. (3) Five members appointed by the governing body of the county of incorporation. (b) A vacancy occurring on the board for any reason shall be filled within 30 days of the vacancy by the appointing authority making the initial appointment. If the appointing authority that made the initial appointment does not fill the vacancy within 30 days, the remaining appointing authorities shall make the appointment. (c) Initial appointments to the board shall be made within 30 days following the effective date of the incorporation. The Governor's initial appointee shall serve a three-year term. Each governing body of a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-92B-7.htm - 5K - Match Info - Similar pages
11-99B-6
Section 11-99B-6 Board of directors. (a) Each district shall be governed by a board of directors. All powers of the district shall be exercised by the board or pursuant to its authorization. Subject to the provisions of Sections 11-99B-4 and 11-99B-5, the board shall consist initially of that number of directors, apportioned among and elected by the authorizing subdivisions, as shall be specified in the certificate of incorporation of the district. The initial term of office of each such director shall begin immediately upon his or her election and shall end at 12:01 A.M. on the fourth anniversary date of the filing for record of the certificate of incorporation of the district. Thereafter, the term of office of each such director shall be four years. (b) If any amendment to the certificate of incorporation of the district shall increase the membership of the board, the board shall thereafter consist of such number of directors, elected by such governing bodies, as may be specified in...
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11-89A-6
Section 11-89A-6 Board of directors of authority; election; terms of office; vacancies; qualifications; expenses; meetings; notice and waiver; resolutions; impeachment. (a) Each authority shall have a board of directors composed of the number of directors provided in the certificate of incorporation, as most recently amended; provided, however, that in the case of any authority in existence and incorporated prior to May 11, 1989, the board shall consist of three directors who shall be elected by the governing body of the determining subdivision for staggered terms in accordance with the provisions of law as it existed immediately prior to the aforesaid effective date unless such authority shall otherwise amend its certificate of incorporation pursuant to the provisions of Section 11-89A-5. Unless provided to the contrary in its certificate of incorporation, all powers of the authority shall be exercised, and the authority shall be governed, by the board or pursuant to its...
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10A-2A-8.43
Section 10A-2A-8.43 Resignation and removal of officers. Notwithstanding Division C of Article 3 of Chapter 1: (a) An officer may resign at any time by delivering a written notice to the board of directors, its chair, the appointing officer, the secretary, or the corporation. A resignation is effective as provided in Section 10A-2A-1.41(i) unless the notice provides for a delayed effectiveness, including effectiveness determined upon a future event or events. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer accepts the delay, the board of directors or the appointing officer may fill the pending vacancy before the delayed effectiveness but the new officer may not take office until the vacancy occurs. (b) An officer may be removed at any time with or without cause by (i) the board of directors; (ii) the appointing officer, unless the certificate of incorporation, bylaws, or the board of directors provide otherwise; or (iii)...
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11-88-6
Section 11-88-6 Board of directors. (a) Each authority shall be governed by a board of directors. All powers of the authority shall be exercised by the board or pursuant to its authorization. (b) The board shall consist initially of three directors, elected, as soon as may be practicable after the organization of the authority, by the governing body of the determining county for staggered terms as follows: The first term of one director shall begin immediately upon the director's election and shall end at noon on March 1 of the next succeeding odd-numbered calendar year following the election; the first term of another director shall begin immediately upon his or her election and shall end at noon on March 1 of the second succeeding odd-numbered calendar year following the election; and the first term of the remaining director shall begin immediately upon his or her election and shall end at noon on March 1 of the third succeeding odd-numbered calendar year following the election....
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22-21-352
Section 22-21-352 Further provision for amendment of certificates of incorporation or reincorporation. (a) Except as otherwise provided in the last sentence of this subsection, any authority that now exists, or that is hereafter organized or reincorporated (as the case may be) pursuant to the provisions of the enabling statute, shall have the power to amend its certificate of incorporation or certificate of reincorporation, in the manner hereinafter provided, so as to provide: (1) That the governing body of an authorizing subdivision empowered (either alone or jointly with the governing body or bodies of one or more other authorizing subdivisions) to elect or appoint one or more directors shall so elect or appoint all or any of such directors only from a list of nominees, as provided in subdivision (2) below, proposed by the board and otherwise qualified, in accordance with law and with the terms of such certificate of incorporation or certificate of reincorporation (as the case may...
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