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41-10-395
Section 41-10-395 Board of directors; composition; actions of the authority; record of proceedings.
(a) The authority shall be governed by a board of directors, constituted as provided for in
this section. All powers of the authority shall be exercised by the board or pursuant to its
authorization. The directors shall elect officers of the board. The presence of a majority
of the members of the board of directors, or their designees, shall constitute a quorum for
the transaction of business. No vacancy on the board of directors or the voluntary disqualification
or abstention of any director thereof shall impair the right of a quorum of the board of directors
to act. Any action which may be taken at a meeting of the directors or committee of directors
may be taken without a meeting if a consent in writing, setting forth the action so taken,
is signed by all the directors or all the members of the committee of directors, as the case
may be. Such consent shall have the same force and...
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41-10-424
Section 41-10-424 Board of directors. (a) The authority shall be governed by a board of directors,
constituted as provided for in this section. All powers of the authority shall be exercised
by said board or pursuant to its authorization. The directors shall elect officers of the
board. The presence of a majority of the members of the board of directors, or their designees,
shall constitute a quorum for the transaction of business. No vacancy on the board of directors
or the voluntary disqualification or abstention of any director thereof shall impair the right
of a quorum of the board of directors to act. Any action which may be taken at a meeting of
the directors or committee of directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the directors or all the members of the
committee of directors, as the case may be. Such consent shall have the same force and effect
as a unanimous vote and may be stated as such in any...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/41-10-424.htm - 3K - 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-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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.06.htm - 1K - Match Info - Similar pages
11-47-217
Section 11-47-217 Boards of directors of authorities. (a) Each authority shall have a board
of directors composed of the number of directors provided in the certificate of incorporation,
as most recently amended. Unless provided to the contrary in its certificate of incorporation,
all powers of the authority shall be exercised, and the authority shall be governed by the
board or pursuant to its authorization. Subject to the provisions of subdivision (8) of Section
11-47-215, the board shall consist of directors who have the qualifications and are elected
or appointed for certain terms of office as shall be specified in the certificate of incorporation
of the authority. Notwithstanding the foregoing, if the original directors are appointed by
the incorporators, the original directors shall be identified in the proposed form of the
certificate of incorporation submitted to the governing body of each of the authorizing subdivisions
together with the application for authority to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-47-217.htm - 5K - Match Info - Similar pages
10A-2A-8.25
Section 10A-2A-8.25 Committees of the board. (a) Unless this chapter, the certificate of incorporation,
or the bylaws provide otherwise, a board of directors may establish one or more board committees
composed exclusively of one or more directors to perform functions of the board of directors.
(b) The establishment of a board committee and appointment of members to it shall be approved
by the greater of (i) a majority of all the directors in office when the action is taken or
(ii) the number of directors required by the certificate of incorporation or bylaws to take
action under Section 10A-2A-8.24, unless, in either case, this chapter or the certificate
of incorporation provides otherwise. (c) Section 10A-2A-8.20 through Section 10A-2A-8.24 apply
to board committees and their members. (d) A board committee may exercise the powers of the
board of directors under Section 10A-2A-8.01, to the extent specified by the board of directors
or in the certificate of incorporation or bylaws,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.25.htm - 2K - Match Info - Similar pages
37-13-5
Section 37-13-5 Board of directors of authority. Each authority shall be governed by a board
of directors composed of the number of directors provided in its certificate of incorporation,
all of whom shall be selected in accordance with the provisions of this section. If there
is to be only one authorizing subdivision (whether a county, city or town), the governing
body of the authorizing subdivision shall elect all the directors. If there is to be more
than one authorizing subdivision, the respective governing bodies of the authorizing subdivisions
shall each elect the same number of directors; and one additional director shall be elected
jointly by the governing bodies of all the authorizing subdivisions. Each director shall be
a resident of the authorizing subdivision by whose governing body he was elected, except that
the said additional director need only be a resident of the county in which is located the
principal office of the authority, as specified in its certificate of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-13-5.htm - 4K - 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
11-89A-6
Section 11-89A-6 Board of directors of authority; election; terms of office; vacancies; qualifications;
expenses; meetings; notice and waiver; resolutions; impeachment. (a) Each authority shall
have a board of directors composed of the number of directors provided in the certificate
of incorporation, as most recently amended; provided, however, that in the case of any authority
in existence and incorporated prior to May 11, 1989, the board shall consist of three directors
who shall be elected by the governing body of the determining subdivision for staggered terms
in accordance with the provisions of law as it existed immediately prior to the aforesaid
effective date unless such authority shall otherwise amend its certificate of incorporation
pursuant to the provisions of Section 11-89A-5. Unless provided to the contrary in its certificate
of incorporation, all powers of the authority shall be exercised, and the authority shall
be governed, by the board or pursuant to its...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-89A-6.htm - 5K - Match Info - Similar pages
10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in 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) In addition to the information required to be set forth
in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation
formed under this chapter must set forth: (1) The number of shares the corporation is authorized
to issue; (2) The names and addresses of the individuals who are to serve as the initial directors;
and (3) The purpose or purposes for which the corporation is organized, which may be stated
to be or to include the transaction of any lawful business for which corporations may be incorporated
under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent
with law regarding: (i) Reservation to the shareholders of the right to adopt the initial
bylaws of the corporation; (ii) Managing the...
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