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10A-2-7.04
Section 10A-2-7.04 Action without meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94
EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Except as provided
in the articles of incorporation, action required or permitted by the Constitution of Alabama
of 1901 or by this chapter to be taken at a shareholders' meeting may be taken without a meeting
if the action is taken by all shareholders entitled to vote on the action. The action must
be evidenced by one or more written consents describing the action taken, signed by all the
shareholders entitled to vote on the action, and delivered to the corporation for inclusion
in the minutes or filing with the corporate records. (b) If not otherwise fixed under Section
10A-2-7.03 or 10A-2-7.07, the record date for determining shareholders entitled to take action
without a meeting is the date the first shareholder signs the consent under subsection (a).
(c) A consent signed under this section has the effect of a...
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10A-2A-8.21
Section 10A-2A-8.21 Action without meeting. (a) Except to the extent that the certificate of
incorporation or bylaws require that action by the board of directors be taken at a meeting,
action required or permitted by this chapter to be taken by the board of directors may be
taken without a meeting if each director signs a consent describing the action to be taken
and delivers it to the corporation. (b) Action taken under this section is the act of the
board of directors when one or more consents signed by all the directors are delivered to
the corporation. The consent may specify a later time as the time at which the action taken
is to be effective. A director's consent may be withdrawn by a revocation signed by the director
and delivered to the corporation before delivery to the corporation of unrevoked written consents
signed by all the directors. (c) A consent signed under this section has the effect of action
taken at a meeting of the board of directors and may be described as...
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10A-2-10.07
Section 10A-2-10.07 Restated articles of incorporation. REPEALED IN THE 2019 REGULAR SESSION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 restate its articles of incorporation at any time with
or without shareholder action. (b) The restatement may include one or more amendments to the
articles. If the restatement includes an amendment requiring shareholder approval, it must
be adopted as provided in Section 10A-2-10.03. (c) If the board of directors submits a restatement
for shareholder action, the corporation shall notify each shareholder, whether or not entitled
to vote, of the proposed shareholders' meeting in accordance with Section 10A-2-7.05. The
notice must also state that the purpose, or one of the purposes, of the meeting is to consider
the proposed restatement that identifies any amendment or other change it would make in the
articles. (d) A corporation restating its articles of incorporation...
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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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11-99A-9
Section 11-99A-9 Appointment of board members. (a) The district shall have a board of directors
in which all powers of the district shall be vested and which shall consist of the number
of members specified in the articles of incorporation, but not less than three nor more than
11. Members of the board shall be appointed by the appointing government. The articles of
incorporation shall specify that the members of the board serve for staggered terms, with
one-third, or as near to one-third as is practical, of the initial members serving for four
years, with one-third, or as near to one-third as is practical, of the initial members to
serve for five years, and with one-third, or as near to one-third as is practical, of the
initial members to serve for six years. Thereafter, the successors to members of the board
of directors shall serve for six-year terms. The proceedings of the appointing government
by which members of the board are appointed shall specify the term for which the...
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16-56-5
Section 16-56-5 Board of trustees - Quorum; meetings of standing committees. (a) A majority
of the members of the board of trustees shall constitute a quorum, but a smaller number may
adjourn from day to day until a quorum is present. A quorum may be assembled in person or
through electronic communications that permit complete auditory access to the proceedings
of the board. During each meeting of the board, no more than two members may participate through
electronic communications. (b) Standing committees of the board, excluding the executive committee,
may meet by means of telephone conference, video conference, or other electronic means by
which all persons participating in the meeting, and members of the public, may hear each other
simultaneously, if the committee has no authority other than to make recommendations to the
full board. Meetings conducted pursuant to this subsection shall be properly noticed and shall
comply with the Alabama Open Meetings Act. (Acts 1967, No. 420, p....
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33-15-5
Section 33-15-5 Initial meeting of board; expenses of directors; quorum; acquisition by eminent
domain of certain property or rights not authorized. (a) As soon as may be practicable after
completion of the incorporation as provided in Sections 33-15-3 and 33-15-4, the board of
directors shall hold its first meeting at Red Bay, Alabama, elect a chairman, vice-chairman
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 chairman and vice-chairman shall be elected
from the membership of the board; the secretary-treasurer may, but need not, be elected from
the membership of the board. (b) 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. (c) The quorum necessary for the board of directors to...
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41-10-87
Section 41-10-87 Board of directors of corporation - Composition; qualifications, reelection,
etc., of members; vacancies; quorum; compensation and expenses of members; reduction to writing,
recordation and admissibility in evidence of proceedings of board. The corporation shall have
a board of directors composed of the number of directors provided for in the certificate of
incorporation and as otherwise provided in this article. All powers of the corporation shall
be exercised by its board or pursuant to its authorization. All directors shall be residents
of the county. No director shall be an officer of the state or of the county. If any director
resigns, dies, becomes incapable of acting as director or ceases to reside in the county,
the governing body shall elect a director to serve for the unexpired term of any director
elected by it, and the Governor shall appoint a successor to serve the unexpired term of any
director appointed by him. Directors shall be eligible for reelection...
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10A-2A-7.28
Section 10A-2A-7.28 Voting for directors; cumulative voting. (a) Unless otherwise provided
in the certificate of incorporation, directors are elected by a plurality of the votes cast
by the stock entitled to vote in the election at a meeting at which a quorum is present. (b)
Stockholders do not have a right to cumulate their votes for directors unless the certificate
of incorporation so provides. (c) A statement included in the certificate of incorporation
that "[all] [a designated voting group of] stockholders are entitled to cumulate their
votes for directors" (or words of similar import) means that the stockholders 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 candidates. (d) Stock otherwise entitled to vote cumulatively
may not be voted cumulatively at a particular meeting unless: (1) the meeting...
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16-47-31
Section 16-47-31 Quorum; majority vote; president pro tempore. Five members of the board of
trustees, exclusive of the ex officio members, shall constitute a quorum. Every member present
shall be required to vote, and a majority of those present shall govern. At their first meeting,
the board shall elect one of its number president pro tempore, who shall preside in the absence
of the Governor and shall hold the position until the next annual or special meeting, when
another president pro tempore shall be elected. (School Code 1927, §551; Code 1940, T. 52,
§494.)...
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