10A-2-8.24
Section 10A-2-8.24 Quorum and voting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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 require a greater number, a quorum of a board of directors consists of: (1) A majority
of the fixed number of directors if the corporation has a fixed board size; or (2) A majority
of the fixed number of directors prescribed, or if no number is prescribed the number in office
immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors
to consist of no fewer than one-third of the fixed or prescribed number of directors determined
under subsection (a). (c) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the board of directors unless the articles
of incorporation or bylaws require the vote of a...
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10A-2-7.28
Section 10A-2-7.28 Voting for directors; cumulative voting. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
Unless otherwise provided in the articles of incorporation, directors are elected by a majority
of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum
is present when the vote is taken. (b) Shareholders do not have a right to cumulate their
votes for directors unless the articles of incorporation so provide. (c) A statement included
in the articles of incorporation that "[all] [a designated voting group of] shareholders
are entitled to cumulate their votes for directors," or words of similar import, means
that the shareholders designated are entitled to multiply the number of votes they are entitled
to cast by the number of directors for whom they are entitled to vote and cast the product
for a single candidate or distribute the product among two or more...
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45-37-170.25
Section 45-37-170.25 Meetings; officers; compensation; quorum. (a) As soon as may be practicable
after completion of the incorporation, the board of directors shall hold their first meeting,
elect a chair, a vice chair, secretary, and treasurer of the board, set a regular time and
place for meetings of the board, and attend to such other matters as may be appropriate. (b)
Directors, unless otherwise authorized by resolution adopted by a majority of the governing
bodies of Jefferson County and the City of Birmingham, shall serve without compensation, except
reimbursement for actual traveling expenses and other necessary expenses incurred in the performance
of their official duties, such expenses to be reimbursed from such funds as may be available
to the authority. No director shall be legally liable for actions taken by, or as a member
of, the board, except to the authority. (c) The quorum necessary for the board of directors
to hold valid meetings and to take valid action or transact...
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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-2-8.03
Section 10A-2-8.03 Number and election of directors. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The
number of directors shall be one or more, as specified in or fixed in accordance with the
articles of incorporation or bylaws. (b) If a board of directors has power to fix or change
the number of directors, the board may increase or decrease by 30 percent or less the number
of directors last approved by the shareholders, but only the shareholders may increase or
decrease by more than 30 percent the number of directors last approved by the shareholders.
(c) The articles of incorporation or bylaws may establish a variable range for the size of
the board of directors by fixing a minimum and maximum number of directors. If a variable
range is established, the number of directors may be fixed or changed from time to time, within
the minimum and maximum, by the shareholders, or, if the articles of incorporation...
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16-52-4
Section 16-52-4 Board of trustees - Meetings. The Board of Trustees of Jacksonville State University
shall hold its regular annual meeting each year at the university on the third Monday in October,
unless the board shall, in regular session, determine to hold its meeting at some other time
and place. Special meetings of the board may be assembled by either one of the two methods
outlined as follows: (1) Special meetings of the board may be called by the Governor. In calling
such special meetings the Governor shall mail a written notice to each trustee at least 10
days in advance of the date of such meetings. (2) Upon the application in writing of any three
members of the board, the Governor shall call a special meeting, naming the time and place
thereof and causing notices to be issued in writing to the several members of the board. Such
meeting shall not be held on a date less than 10 days subsequent to the notice from the Governor.
(3) An emergency meeting of the board may be called...
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45-29-90.04
Section 45-29-90.04 Meetings; officers. As soon as may be practicable after completion of the
incorporation as provided in Sections 45-29-90.02 and 45-29-90.03, the board of directors
shall hold their first meeting at Fayette, Alabama, elect a chair, vice chair, and secretary-treasurer,
set a regular time and place for meetings of the board, and attend to such other matters as
may be appropriate. The chair, vice chair, and secretary-treasurer shall be elected from the
membership of the board. (1) Directors shall serve without compensation, except reimbursement
for actual traveling expenses and other necessary expenses incurred in the performance of
their official duties, such expenses to be reimbursed from such funds as may be available
to the authority. The Fayette County Commission shall provide office space and staff for the
authority. (2) The quorum necessary for the board of directors to hold valid meetings and
to take valid action or transact business shall be four members. (Act...
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11-92A-10
Section 11-92A-10 Directors. (a) Except as provided in Section 11-92A-5, the board of directors
shall be composed of the number of directors provided for in the articles, appointed as provided
in the articles for the terms designated therein. (b) All directors shall serve until their
successors are duly appointed or until they cease to be qualified. Vacancies on the board
of directors shall be filled as provided for in the articles, but any person appointed to
fill a vacancy shall serve only for the unexpired portion of the term. In the event any uncertainty
arises as to the terms of office of the directors, the governing body or person authorized
to appoint such directors to the board of directors may clarify such term by adoption of an
appropriate resolution or by execution of an appropriate certificate, and such term of office
shall be as so clarified. (c) A majority of the directors shall constitute a quorum for the
transaction of business, but any meeting of the board of directors...
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10A-2-8.08
Section 10A-2-8.08 Removal of directors by shareholders. REPEALED IN THE 2019 REGULAR SESSION
BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a)
The shareholders may remove one or more directors with or without cause unless the articles
of incorporation provide that directors may be removed only for cause. (b) If a director is
elected by a voting group of shareholders, only the shareholders of that voting group may
participate in the vote to remove him or her. (c) If cumulative voting is authorized, a director
may not be removed if the number of votes sufficient to elect him or her under cumulative
voting is voted against his or her removal. If cumulative voting is not authorized, a director
may be removed only if the number of votes cast to remove him or her exceeds the number of
votes cast not to remove him or her. (d) A director may be removed by the shareholders only
at a meeting called for the purpose of removing him or her and the meeting...
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10A-20-6.06
Section 10A-20-6.06 Altering, amending, or changing certificate of formation. The corporation
may change its corporate name, the location of its principal office, or make other alteration,
amendment, or change in its certificate of formation, as may be desired in the following manner:
(1) Its board of directors by a majority vote thereof, either in person or by proxy, at any
regular meeting of the board, or at any special meeting called for the purpose, shall adopt
a resolution or resolutions setting forth the respect or respects in which the certificate
of formation of the corporation shall be altered, amended, or changed; (2) The report thereof,
certified by the president or the secretary of the corporation under corporate seal, if any,
shall be delivered to the Secretary of State for filing; and (3) Upon the filing of same,
its certificate of formation shall be deemed to be altered, amended, or changed; provided,
that the certificate of alteration, amendment, or change shall contain...
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