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16-26B-6
Section 16-26B-6 Board of trustees - Quorum; executive committee. (a) A majority of actively
serving members of the school board shall constitute a quorum for the transaction of business.
All official actions of the board shall require the favorable vote of a majority of those
members present and voting. (b) Members of the school board shall be compensated for all actual
vouchered expenses incurred in the performance of their duties and functions as required by
this chapter. The expenses shall be paid by the executive director from funds appropriated
by the Legislature and upon the warrant of the school board. (c) The school board may select
from its number an executive committee of five, subject to change and removal by the majority
of the board at any time. The executive committee may meet and transact any business that
may be transacted by a majority of the board, and whatever acts the executive committee may
do shall be considered as done by the whole board. (Acts 1992, No. 92-531,...
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10A-3-2.06
Section 10A-3-2.06 Quorum of members. The bylaws may provide the number or percentage of members
entitled to vote represented in person or by proxy, or the number or percentage of votes represented
in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence
of any provision, members holding one-tenth of the votes entitled to be cast on the matter
to be voted upon, represented in person or by proxy, shall constitute a quorum. A majority
of the votes entitled to be cast on a matter to be voted upon by the members present or represented
by proxy at a meeting at which a quorum is present shall be necessary for any action to be
taken unless a greater proportion is required by this title or this chapter or by the nonprofit
corporation's governing documents. (Acts 1984, No. 84-290, p. 502, §17; §10-3A-32; amended
and renumbered by Act 2009-513, p. 967, §171.)...
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10A-3-4.02
Section 10A-3-4.02 Certificate of amendment; execution and required supplemental provisions.
The certificate of amendment of a nonprofit corporation shall be executed for the nonprofit
corporation by its president or a vice president, and by its secretary or an assistant secretary,
and verified by one of the officers signing the articles. The certificate of amendment shall
be delivered to the Secretary of State for filing. The certificate of amendment shall set
forth the information required by Section 10A-1-3.13 for certificates of amendment, and in
addition shall set forth: (1) If there are members entitled to vote thereon, (i) a statement
setting forth the date of the meeting of members at which the amendment was adopted, that
a quorum was present at the meeting, and that the amendment received at least two-thirds of
the votes entitled to be cast by members present or represented by proxy at the meeting, or
(ii) a statement that the amendment was adopted by a consent in writing...
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11-20-71
Section 11-20-71 Board of directors; officers; proceedings; qualifications of directors. (a)
The board of directors of an agriculture authority shall be as specified in the articles and
in accordance with Section 11-20-70. (b) Each agriculture authority shall have a chair, vice
chair, 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. A director may not draw any salary for any service
rendered or for any duty performed as director. The duties of the chair, vice chair, secretary,
and treasurer shall be those as are customarily performed by such officers and as may be prescribed
by the board of directors from time to time. (c) All directors shall serve until their successors
are duly appointed or until they cease to be...
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2-10-92
Section 2-10-92 How association may be formed; amendments to articles of incorporation. Five
or more producers of agricultural products, whether in the State of Alabama or not, who may
desire that they, their associates and successors shall come under this article and enjoy
its benefits may enter into articles of association and incorporation which shall set forth
the name of the organization, the period of its existence, its domicile and the purposes for
which it was formed and that said association is to be organized or operated under this article.
The articles must be subscribed by the incorporators and acknowledged by one of them before
an officer authorized by the law of this state to take and certify acknowledgments of deeds
and conveyances and shall be filed in accordance with the provisions of the general corporation
law of this state. When so filed the said articles of incorporation or certified copies thereof
shall be received in all the courts of the state and other places...
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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-2A-13.40
Section 10A-2A-13.40 Other remedies limited. (a) The legality of a proposed or completed corporate
action described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action
be enjoined, set aside or rescinded, in a legal or equitable proceeding by a stockholder after
the stockholders have approved the corporate action. (b) Subsection (a) does not apply to
a corporate action that: (1) was not authorized and approved in accordance with the applicable
provisions of: (i) Article 9, 10, 11, or 12 of this chapter or Article 8 of Chapter 1; (ii)
the certificate of incorporation or bylaws; or (iii) the resolution of the board of directors
authorizing the corporate action; (2) was procured as a result of fraud, a material misrepresentation,
or an omission of a material fact necessary to make statements made, in light of the circumstances
in which they were made, not misleading; (3) is an interested transaction, unless it has been
recommended by the board of directors in the...
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11-94-7
Section 11-94-7 Board of directors of authority; election; terms of office; qualifications;
vacancies; quorum; proceedings and record thereof; certified copies as evidence; expenses;
impeachment; annual report. (a) An authority shall have a board of directors in which all
of the powers of the authority shall be vested, and which shall consist of five members. Two
directors shall be elected by the governing body of the county which is an authorizing subdivision,
two directors shall be elected by the governing body of the municipality which is an authorizing
subdivision, and one director shall be elected jointly by the governing bodies of both such
county and such municipality. The directors shall be so elected that they shall hold office
for staggered terms. The first term of office of one of the two directors elected by the governing
body of the county shall be for two years and the first term of office of the other director
elected by said governing body shall be for four years. The...
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2-10-93
Section 2-10-93 Organization generally; adoption of bylaws. A majority of the organizing members
named in the articles of incorporation, at a time and place agreed upon in writing by all
the said organizers, or when and where all are present, or upon call of a majority of such
organizers upon five days' notice thereof, in writing, giving the time, place, and purposes
of the meeting, mailed or delivered by hand to all of the other said organizing members, may
make permanent organization of such corporation and adopt bylaws for the same, which bylaws
may thereafter be amended or repealed by the members of such incorporated association in the
manner provided in the bylaws. At such organization meeting, the members of the board of directors
and such officers as provided for in this article and in the bylaws shall be elected. Each
association incorporated under this article shall, within 30 days after its incorporation,
adopt for its government and management bylaws not inconsistent with...
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10A-2-14.02
Section 10A-2-14.02 Dissolution by board of directors and shareholders. 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 propose dissolution for submission
to the shareholders. (b) For a proposal to dissolve to be adopted: (1) The board of directors
must recommend dissolution to the shareholders unless the board of directors determines that
because of conflict of interest or other special circumstances it should make no recommendation
and communicates the basis for its determination to the shareholders; and (2) The shareholders
entitled to vote must approve the proposal to dissolve as provided in subsection (e). (c)
Subject to the corporation's articles of incorporation, the board of directors may condition
its submission of the proposal for dissolution on any basis, except that the board of directors
may not decrease the vote required for approval under subsection (e)....
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