Code of Alabama

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11-61A-7
Section 11-61A-7 Board of directors. (a) The authority shall be governed by a board of directors
of seven members. The board shall be elected by the governing body of the municipality. Each
member of the board shall be a qualified elector of the municipality. No elected official
of the state, of a county, or a municipality shall, while holding office, be eligible to serve
as a director. The directorships shall be numbered one to seven, inclusive. The initial term
for directorships one and two shall be two years. The initial term for directorships three
and four shall be three years. The initial term for directorships five, six, and seven shall
be four years. The initial terms shall commence April 1, 1994. All subsequent terms of directorships
shall be for four years. (b) If a directorship is vacant, a successor shall be elected by
the governing body to serve the remainder of the unexpired term. Directors shall be eligible
for reelection. (c) A majority of the members of the board of...
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11-86A-10
Section 11-86A-10 Members of the board of directors; terms; meetings; removal from office.
(a) Except as provided in Section 11-86A-6, 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 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 a director, the governing body or person authorized to appoint a director to
the board of directors may clarify the term by adoption of an appropriate resolution or by
execution of an appropriate certificate. (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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16-16B-2
Section 16-16B-2 Definitions. (a) Wherever used in this chapter, the following terms shall
have the following meanings unless the context clearly indicates otherwise: (1) "1965
Act" means Act No. 243 enacted at the 1965 First Special Session of the Legislature,
codified as Title 16, Chapter 16. (2) "1971 Acts" means Act No. 94 enacted at the
1971 First Special Session of the Legislature, Act No. 2428 enacted at the 1971 Regular Session
of the Legislature, and Act No. 56 enacted at the 1971 Second Special Session of the Legislature.
(3) "1973 Act" means Act No. 1277 enacted at the 1973 Regular Session of the Legislature
as amended by Act No. 73 enacted at the 1975 Third Special Session of the Legislature and
Act No. 1223 enacted at the 1975 Regular Session of the Legislature. (4) "1978 Act"
means Act No. 138 enacted at the 1978 Second Special Session of the Legislature, as amended
by Act No. 79-41 enacted at the 1979 Special Session of the Legislature and Act No. 81-827
enacted at the...
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45-37A-56.27
Section 45-37A-56.27 Board of directors of the authority. (a) The authority shall be governed
by a board of directors of three members, elected by the governing board of the Class 1 municipality.
Each member of the board shall be a qualified elector of the city. No officer of the state,
or of any county, city, or town therein shall, while holding such office, be eligible to serve
as a director. The directorships shall be numbered one, two, and three. The first term for
directorship one shall be for two years. The first term for directorship two shall be for
three years. The first term for directorship three shall be for four years. Irrespective of
when the first elections for the three directorships occur, the first terms provided for above,
shall commence on, or run from, the first day of the first calendar month next succeeding
the month in which this subpart becomes applicable to the city. The terms for all directorships
subsequent to the first term, provided therefor, shall be for...
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10A-2-7.07
Section 10A-2-7.07 Record date. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The bylaws may fix or provide
the manner of fixing the record date for one or more voting groups in order to determine the
shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action. If the bylaws do not fix or provide for fixing a record
date, the board of directors of the corporation may fix a future date as the record date.
(b) A record date fixed under this section may not be more than 70 days before the meeting
or action requiring a determination of shareholders. (c) A determination of shareholders entitled
to notice of or to vote at a shareholders' meeting is effective for any adjournment of the
meeting unless the board of directors fixes a new record date, which it must do if the meeting
is adjourned to a date more than 120 days after the date fixed for the...
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10A-2-8.55
Section 10A-2-8.55 Determination and authorization of indemnification. 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 may not indemnify a director under Section 10A-2-8.51 unless
authorized in the specific case after a determination has been made that indemnification of
the director is permissible in the circumstances because the director has met the standard
of conduct set forth in Section 10A-2-8.51. (b) The determination shall be made: (1) By the
board of directors by majority vote of a quorum consisting of directors not at the time parties
to the proceeding; (2) If a quorum cannot be obtained under subdivision (1), by majority vote
of a committee duly designated by the board of directors, in which designation directors who
are parties may participate, consisting solely of two or more directors not at the time parties
to the proceeding; (3) By special legal counsel; (i) Selected by the...
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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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10A-2A-7.07
Section 10A-2A-7.07 Record date for meeting. (a) The certificate of incorporation or bylaws
may fix or provide the manner of fixing the record date or dates for one or more voting groups
to determine the stockholders entitled to notice of a stockholders' meeting, to demand a special
meeting, to vote, or to take any other action. If the certificate of incorporation or bylaws
do not fix or provide for fixing a record date, the board of directors may fix the record
date. (b) A record date fixed under this section may not be more than 70 days before the meeting
or action requiring a determination of stockholders and may not be retroactive. (c) A determination
of stockholders entitled to notice of or to vote at a stockholders' meeting is effective for
any adjournment of the meeting unless the board of directors fixes a new record date or dates,
which it shall do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting. (d) If a court orders a...
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11-86A-9
Section 11-86A-9 Powers of authority vested in board of directors; officers and directors of
authority; proceedings of board of directors to be reduced to writing and signed by two directors;
admissibility of evidence of proceedings of board of directors; adoption of bylaws; notice
of meetings; attendance at meetings; qualifications. (a) All powers of an authority shall
be vested in its board of directors. (b) The initial board of directors of an authority shall
be specified in the articles, or as provided in Section 11-86A-6. (c) Each authority shall
be composed of a chair, vice chair, secretary, and treasurer elected by the board of directors.
The offices of secretary and treasurer may be held by the same person. A majority of the directors
shall constitute a quorum for the transaction of business. The officers and directors shall
serve for the terms provided for in the articles. A director may not receive any salary for
service rendered or for any duty performed as a director. The...
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11-92A-9
Section 11-92A-9 Board of directors. (a) The board of directors of an authority shall be as
specified in the articles, or as provided in Sections 11-92A-5 and 11-92A-6, provided that
each county within the authorized operational area of an authority shall be represented by
at least three directors. (b) Each authority shall have a chairman, vice-chairman, secretary,
and treasurer, to be elected by the board of directors. The offices of secretary and treasurer
may, but need not, be held by the same person. A majority of the directors shall constitute
a quorum for the transaction of business. The officers and directors shall serve for the terms
provided for in the articles. No director shall draw any salary for any service rendered or
for any duty performed as director. The duties of the chairman, vice-chairman, secretary,
and treasurer shall be such as are customarily performed by such officers and as may be prescribed
by the board of directors from time to time. (c) All proceedings had...
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