10A-2A-1.43
Section 10A-2A-1.43 Qualified director. (a) A "qualified director" is a director who, at the time action is to be taken under: (1) Section 10A-2A-2.02(b)(6), is not a director (i) to whom the limitation or elimination of the duty of an officer to offer potential business opportunities to the corporation would apply, or (ii) who has a material relationship with any other person to whom the limitation or elimination would apply; (2) Section 10A-2A-7.44, does not have (i) a material interest in the outcome of the proceeding, or (ii) a material relationship with a person who has such an interest; (3) Section 10A-2A-8.53 or Section 10A-2A-8.55, (i) is not a party to the proceeding, (ii) is not a director as to whom a transaction is a director's conflicting interest transaction or who sought a disclaimer of the corporation's interest in a business opportunity under Section 10A-2A-8.60, which transaction or disclaimer is challenged, and (iii) does not have a material relationship with a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.43.htm - 3K - Match Info - Similar pages
45-35A-54.15
Section 45-35A-54.15 Meetings of board - Recordkeeping. A record of the proceedings of every such meeting shall be kept in a well bound book and shall be signed by at least three of the commissioners before the action taken at such meeting shall be effective. Every resolution and ordinance adopted by the board of commissioners shall be kept in either the same or another well bound book. All such records shall be kept available for inspection by all citizens of such city at all reasonable times. (Act 79-537, p. 959, §16.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-35A-54.15.htm - 837 bytes - Match Info - Similar pages
10A-2A-8.24
Section 10A-2A-8.24 Quorum and voting. (a) Unless the certificate of incorporation or bylaws provide for a greater or lesser number or unless otherwise expressly provided in this chapter, a quorum of a board of directors consists of a majority of the number of directors specified in or fixed in accordance with the certificate of incorporation or bylaws. (b) The quorum of the board of directors specified in or fixed in accordance with the certificate of incorporation or bylaws may not consist of less than one-third of the specified or fixed number of directors. (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 certificate of incorporation or bylaws require the vote of a greater number of directors or unless otherwise expressly provided in this chapter. (d) A director who is present at a meeting of the board of directors or a committee when corporate action is taken is deemed to have...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.24.htm - 1K - Match Info - Similar pages
10A-2A-8.08
Section 10A-2A-8.08 Removal of directors by stockholders. (a) The stockholders may remove one or more directors with or without cause unless the certificate of incorporation provides that directors may be removed only for cause. (b) If a director is elected by a voting group of stockholders, only the stockholders of that voting group may participate in the vote to remove that director. (c) A director may be removed if the number of votes cast to remove exceeds the number of votes cast not to remove the director, except to the extent the certificate of incorporation or bylaws require a greater number; provided that if cumulative voting is authorized, a director may not be removed if, in the case of a meeting, the number of votes sufficient to elect the director under cumulative voting is voted against removal and, if in the case of an action by written consent, the action is taken by less than unanimous consent. (d) A director may be removed by the stockholders only at a meeting called...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.08.htm - 1K - Match Info - Similar pages
34-27A-14
Section 34-27A-14 Nonresidents; consent to service of process; eligibility for licensure; temporary recognition. (a) Every applicant for licensure under this article, who is not a resident of this state, shall submit with the application an irrevocable consent that service of process to the executive director of the board as provided in Section 34-27A-7(d)(3), if, in an action against the applicant in a court of this state arising out of the applicant's activities as a licensed real state appraiser, the plaintiff cannot, in the exercise of due diligence, effect personal services upon the applicant. (b) A nonresident of this state who has complied with subsection (a) of this section may obtain a license as a licensed real estate appraiser by conforming to all of the provisions of this article relating to the classification of real estate appraiser for which the applicant is applying. (c) The board shall recognize on a temporary basis the certification or license of an appraiser issued...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/34-27A-14.htm - 1K - Match Info - Similar pages
10A-2A-2.04
Section 10A-2A-2.04 Organization of corporation. (a) After incorporation: (1) if initial directors are named in the certificate of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or (2) if initial directors are not named in the certificate of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators: (i) to elect initial directors and complete the organization of the corporation; or (ii) to elect a board of directors who shall complete the organization of the corporation. (b) Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.04.htm - 1K - Match Info - Similar pages
34-11-1
Section 34-11-1 Definitions. For the purposes of this chapter, the following words and phrases shall have the respective meanings ascribed by this section: (1) BOARD. The State Board of Licensure for Professional Engineers and Land Surveyors, provided for by Section 34-11-30. (2) DESIGN COORDINATION. The review and coordination of technical submissions prepared by persons other than the principal engineer, including, as appropriate and without limitations, consulting engineers, architects, landscape architects, land surveyors, and other professionals working under the direction of the engineer. (3) DISCIPLINARY ACTION. Any final written decision, order, consent agreement, public reprimand, or other formal action taken against an individual or firm by the board based upon a violation of this chapter or a board rule. (4) ENGINEER INTERN. An individual who has been certified as an engineer intern by the board. (5) ENGINEER or PROFESSIONAL ENGINEER. An individual who, by reason of his or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/34-11-1.htm - 10K - Match Info - Similar pages
10A-2A-3.03
Section 10A-2A-3.03 Emergency powers. (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 practicable manner; 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 order of seniority, as necessary to achieve a quorum. (c) Corporate action taken in good faith during an emergency under this section to further the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-3.03.htm - 1K - Match Info - Similar pages
10A-2A-8.23
Section 10A-2A-8.23 Waiver of notice. (a) A director may waive any notice required by this chapter, the certificate of incorporation or the bylaws before or after the date and time stated in the notice. Except as provided by subsection (b), the waiver must be in writing, signed by the director entitled to the notice and delivered to the corporation for filing by the corporation with the minutes or corporate records. (b) A director's attendance at or participation in a meeting waives any required notice to the director of the meeting unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not after objecting vote for or assent to action taken at the meeting. (Act 2019-94, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.23.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-3.03.htm - 1K - Match Info - Similar pages
|