10A-3-2.13
Section 10A-3-2.13 Place and notice of directors' meetings; committee meetings. (a) Meetings
of the board of directors, regular or special, may be held either within or without Alabama.
(b) Regular meetings of the board of directors or any committee designated thereby may be
held with or without notice as prescribed in the bylaws. Special meetings of the board of
directors or any committee designated thereby shall be held upon the notice prescribed in
the bylaws. Attendance of a director at a meeting shall constitute a waiver of notice of the
meeting, except where a director attends a meeting for the express purpose of objecting to
the transaction of any business because the meeting is not lawfully called or convened. Neither
the business to be transacted at, nor the purpose of, any regular or special meeting of the
board of directors or any committee designated thereby need be specified in the notice of
the meeting or the waiver of notice unless required by the bylaws. (c) Except as...
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10A-3-2.03
Section 10A-3-2.03 Notice of members' meetings. Unless otherwise provided in the nonprofit
corporation's governing documents, written notice stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than 10 nor more than 50 days before the date of the meeting,
either personally or by mail, by or at the direction of the president, or the secretary, or
the officers or persons calling the meeting, to each member entitled to vote at the meeting.
If mailed, the notice shall be deemed to be delivered when deposited in the United States
mail addressed to the member at his or her address as it appears on the records of the nonprofit
corporation, with postage thereon prepaid. (Acts 1984, No. 84-290, p. 502, §14; §10-3A-29;
amended and renumbered by Act 2009-513, p. 967, §171.)...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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-20-7.07
Section 10A-20-7.07 Directors and officers. (a) The business and affairs of the corporation
shall be managed and conducted by a board of directors, a president, a vice-president, a secretary,
a treasurer, and other officers and agents as the corporation by its bylaws shall authorize.
The board of directors shall consist of a number not less than 15 nor more than 21, as shall
be determined in the first instance by the incorporators and thereafter annually by the members
and the stockholders of the corporation. The board of directors may exercise all the powers
of the corporation except such as are conferred by law or by the bylaws of the corporation
upon the stockholders or members and shall choose, or appoint, all the agents and officers
of the corporation and fill all vacancies except vacancies in the office of a director, which
shall be filled as provided in this section. The board of directors shall be elected in the
first instance by the incorporators and thereafter at the annual...
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11-43C-22
Section 11-43C-22 Vacancies in council. Vacancies of any nature in the council other than those
occurring less than one year prior to the date of the next regular council election, shall
be filled by special elections to be held for that purpose, the dates of which shall be set
by the council at the next regular meeting or any subsequent meeting of the council after
such vacancy occurs, such dates to be set no later than 120 nor less than 45 days after the
occurrence of such vacancies. Such elections shall be held in the same manner and subject
to the same procedures as regular council elections and the person so elected shall hold office
for the remainder of the unexpired term. Such election shall be held in conjunction with a
general, special, or constitutional election, if any falls within the period herein specified;
otherwise, a special election shall be called by the mayor on the date set by the council
and shall be held in accordance with the provisions of this chapter and the...
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10A-2-7.06
Section 10A-2-7.06 Waiver of notice. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) A shareholder may waive any
notice required by the Constitution of Alabama of 1901, this title or this chapter, the articles
of incorporation, or bylaws before or after the date and time stated in the notice. The waiver
must be in writing, be signed by the shareholder entitled to the notice, and be delivered
to the corporation for inclusion in the minutes or filing with the corporate records. (b)
A shareholder's attendance at a meeting: (1) Waives objection to lack of notice or defective
notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding
the meeting or transacting business at the meeting; (2) Waives objection to consideration
of a particular matter at the meeting that is not within the purpose or purposes described
in the meeting notice, unless the shareholder objects to...
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10A-2-8.22
Section 10A-2-8.22 Notice of meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Regular meetings of the board
of directors may be held with or without notice as prescribed in the bylaws. (b) Unless the
articles of incorporation or bylaws provide for a longer or shorter period, special meetings
of the board of directors must be preceded by at least two days' notice of the date, time,
and place of the meeting. The notice need not describe the purpose of the special meeting
unless required by the articles of incorporation or bylaws. (Acts 1994, No. 94-245, p. 343,
§1; §10-2B-8.22; amended and renumbered by Act 2009-513, p. 967, §118.)...
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11-44C-22
Section 11-44C-22 Vacancies in council. Vacancies of any nature in the council, other than
those occurring less than one year prior to the date of the next regular council election,
shall be filled by special elections to be held for that purpose, the dates of which shall
be set by the council at the next regular meeting or any subsequent meeting of the council
after such vacancy occurs, such dates to be set no later than 120 nor less than 60 days after
the occurrence of such vacancies. Such elections shall be held in the same manner and subject
to the same procedures as regular council elections and the person so elected shall hold office
for the remainder of the unexpired term. A special election shall be called by the mayor on
the date set by the council and shall be held in accordance with the provisions of this chapter
and the general laws applicable to such city. If a vacancy occurs after reapportionment has
changed the district boundaries, but before the new districts take...
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16-55-6
Section 16-55-6 Board of trustees - Quorum; meetings. Seven 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. The board shall hold a regular annual meeting each year at the university on the
first Monday in June, unless the board, in regular session, shall determine to hold its meeting
at some other time and place. Special meetings of the board may be assembled by either one
of the two methods outlined as follows: Special meetings may be called by the chair pro tempore
of the board or the Governor by written notice mailed to each trustee at least 10 days in
advance of the date of the meeting; and a special meeting shall be called by the chair pro
tempore or the Governor upon application in writing of any three or more members of the board.
No special meeting shall be held on a date less than 10 days subsequent to the date of the
chair pro tempore's or the Governor's notice of the meeting, except in...
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10A-3-7.01
Section 10A-3-7.01 Voluntary dissolution - Procedure. (a) A nonprofit corporation may dissolve
and wind up its affairs in the following manner: (1) If there are members entitled to vote
thereon, the board of directors shall adopt a resolution recommending that the nonprofit corporation
be dissolved, and directing that the question of the dissolution be submitted to a vote at
a meeting of members entitled to vote thereon, which may be either an annual or a special
meeting. Written notice stating that the purpose, or one of the purposes, of the meeting is
to consider the advisability of dissolving the nonprofit corporation, shall be given to each
member entitled to vote at the meeting, within the time and in the manner provided in this
chapter for the giving of notice of meetings of members. A resolution to dissolve the nonprofit
corporation shall be adopted upon receiving at least two-thirds of the votes entitled to be
cast by members present or represented by proxy at the meeting. (2)...
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