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10A-2-6.32
Section 10A-2-6.32 Cancellation of reacquired shares. REPEALED IN THE 2019 REGULAR SESSION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 at any time, by resolution of its board of directors, and without shareholder
action: (1) Cancel all or any part of the shares of the corporation reacquired by it other
than shares the reissuance of which is prohibited by the articles of incorporation, and in
the event a statement of cancellation shall be filed under this section; or (2) File a statement
of cancellation with respect to shares the reissuance of which is prohibited by the articles
of incorporation. (b) The statement of cancellation shall be executed by the corporation and
delivered to the judge of probate for filing. The statement shall set forth: (1) The name
of the corporation; (2) The number of reacquired shares canceled by resolution duly adopted
by the board of directors, itemized by classes and series, and the date of...
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10A-2A-1.47
Section 10A-2A-1.47 Ratification of defective corporate actions. (a) To ratify a defective
corporate action under this section (other than the ratification of an election of the initial
board of directors under subsection (b)), the board of directors shall take action ratifying
the action in accordance with Section 10A-2A-1.48, stating: (1) the defective corporate action
to be ratified and, if the defective corporate action involved the issuance of putative stock,
the number and type of shares of putative stock purportedly issued; (2) the date of the defective
corporate action; (3) the nature of the failure of authorization with respect to the defective
corporate action to be ratified; and (4) that the board of directors approves the ratification
of the defective corporate action. (b) In the event that a defective corporate action to be
ratified relates to the election of the initial board of directors of the corporation under
Section 10A-2A-2.04(a)(2), a majority of the persons who,...
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10A-2A-8.58
Section 10A-2A-8.58 Variation by corporate action; application of division. (a) A corporation
may, by a provision in its certificate of incorporation, bylaws, or in a resolution adopted
or a contract approved by the board of directors or stockholders, obligate itself in advance
of the act or omission giving rise to a proceeding to provide indemnification in accordance
with Section 10A-2A-8.51 or advance funds to pay for or reimburse expenses in accordance with
Section 10A-2A-8.53. Any obligatory provision shall be deemed to satisfy the requirements
for authorization referred to in Section 10A-2A-8.53(c) and in Section 10A-2A-8.55(c). Any
provision that obligates the corporation to provide indemnification to the fullest extent
permitted by law shall be deemed to obligate the corporation to advance funds to pay for or
reimburse expenses in accordance with Section 10A-2A-8.53 to the fullest extent permitted
by law, unless the provision expressly provides otherwise. (b) A right of...
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11-92A-22
Section 11-92A-22 Dissolution of authority. (a) At any time when no bonds of an authority are
outstanding, an authority may be dissolved by the adoption by its board of directors of a
resolution recommending its dissolution and the approval of such dissolution and the proposed
articles of dissolution by the governing body of each county within an authority's authorized
operational area by the adoption of a resolution to the effect that the governing body of
such county concurs with the proposed dissolution of the authority. All counties within the
authorized operational area of an authority must approve the articles of dissolution of an
authority, or such articles of dissolution shall be invalid. Such resolution need not be published
or posted and need not be offered for more than one reading. Upon receiving necessary approval
under this section, the chairman and secretary of the dissolved authority shall execute articles
of dissolution reciting that such resolutions have been adopted...
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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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11-99A-8
Section 11-99A-8 Internal operations of a district. (a) Each board shall have a chair, a secretary,
and a treasurer or a secretary-treasurer, and may have a vice-chair and other officers as
the board may determine from time to time. (b) All proceedings of a board and of all committees
of the board shall be recorded in minutes, which shall be maintained and available for inspection
by the appointing government. (c) All funds of a district shall be deposited or invested as
directed by the board. However, funds received by the district from a public person and not
from assessments shall be deposited or invested only in a manner as a public person may invest
or deposit funds. (d) Any member of a board and any officer may call a special meeting of
the board as may be permitted by the bylaws or resolutions of the board. Personal notice may
be waived by any members of the board before, at, or after a meeting by waiver in writing
signed by the person giving the waiver. The attendance of any...
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21-2-3
Section 21-2-3 Board to fix price of products offered for sale, etc.; evasion of article. The
Director of Finance, the Attorney General, and the president of the Alabama Institute for
Deaf and Blind are hereby constituted a board to fix a fair market price for all articles
offered for sale under authority of this chapter, to determine whether or not articles produced
by blind, visually handicapped, deaf, or other severely handicapped persons meet the reasonable
requirements of state departments, agencies, and institutions and to authorize state departments,
agencies, and institutions to purchase articles elsewhere when requisitions cannot be complied
with through the Department of Adult Blind and Deaf. No department, institution, or agency
shall be allowed to evade the intent and meaning of this chapter by slight variations from
standards adopted by the Department of Adult Blind and Deaf of the Alabama Institute for Deaf
and Blind when the articles produced or manufactured by it, in...
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22-12A-4
Section 22-12A-4 Bureau of Maternal and Child Health to develop priorities, guidelines, etc.
The Bureau of Maternal and Child Health under the direction of the State Board of Health,
and the State Perinatal Advisory Committee representing the regional perinatal advisory committees,
shall develop priorities, guidelines and administrative procedures for the expenditures of
funds therefor. Such priorities, guidelines and procedures shall be subject to the approval
of the State Board of Health. (Acts 1980, No. 80-761, p. 1586, ยง4.)...
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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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11-32-5
Section 11-32-5 Certificate of incorporation - Amendment. (a) The certificate of incorporation
of any authority incorporated under or governed by this chapter may be amended in the manner
provided in this section. The board shall first adopt a resolution proposing an amendment
to the certificate of incorporation which shall be set forth in full in the resolution and
which amendment may include any matters which might have been included in the original certificate
of incorporation. (b) After the adoption by the board of a resolution proposing an amendment
to the certificate of incorporation of the authority, the chair of the board or executive
director of the authority and the secretary of the authority shall sign and file a written
application in the name of and on behalf of the authority, under its seal, with the governing
body of the authorizing county and with the governing body of the principal municipality,
requesting each governing body to adopt a resolution approving the...
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