11-86A-9
Section 11-86A-9 Powers of authority vested in board of directors; officers and directors of authority; proceedings of board of directors to be reduced to writing and signed by two directors; admissibility of evidence of proceedings of board of directors; adoption of bylaws; notice of meetings; attendance at meetings; qualifications. (a) All powers of an authority shall be vested in its board of directors. (b) The initial board of directors of an authority shall be specified in the articles, or as provided in Section 11-86A-6. (c) Each authority shall be composed of a chair, vice chair, secretary, and treasurer elected by the board of directors. The offices of secretary and treasurer may 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 receive any salary for service rendered or for any duty performed as a director. The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-86A-9.htm - 3K - Match Info - Similar pages
37-6-18
Section 37-6-18 Dissolution. (a) A cooperative which has not commenced business may dissolve voluntarily by delivering to the Secretary of State articles of dissolution, executed and acknowledged on behalf of the cooperative by a majority of the incorporators, which shall state: (1) The name of the cooperative; (2) The address of its principal office; (3) The date of its incorporation; (4) That the cooperative has not commenced business; (5) That the amount, if any, actually paid in on account of membership fees, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto and that all easements shall have been released to the grantors; (6) That no debt of the cooperative remains unpaid; and (7) That a majority of the incorporators elect that the cooperative be dissolved. Such articles of dissolution shall be submitted to the Secretary of State for filing as provided in this chapter. (b) A cooperative which has commenced business may dissolve...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/37-6-18.htm - 6K - Match Info - Similar pages
8-21C-6
Section 8-21C-6 Change of dealer ownership. (a) If a dealer desires to make a change in ownership by the sale of the business assets, a stock transfer, or otherwise, the dealer shall give the manufacturer or distributor written notice at least 15 business days before the closing, including all supporting documentation as may be reasonably required by the manufacturer or distributor to determine if an objection to the sale may be made. In the absence of a breach by the selling dealer of its dealer agreement or this chapter, the manufacturer or distributor may not object to the proposed change in ownership unless any of the following circumstances is present: (1) The prospective transferee has previously been terminated by the manufacturer or distributor for breach of its dealer agreement. (2) The prospective transferee has been convicted of a felony or any crime of fraud, deceit, or moral turpitude. (3) The prospective transferee lacks any license required by law. (4) The prospective...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/8-21C-6.htm - 4K - Match Info - Similar pages
10A-2-10.06
Section 10A-2-10.06 Articles of amendment. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. A corporation amending its articles of incorporation shall deliver to the judge of probate for filing articles of amendment setting forth: (1) The name of the corporation; (2) The text of each amendment adopted; (3) If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself; (4) The date of each amendment's adoption; (5) If an amendment was adopted by the board of directors without shareholder action, a statement to that effect and that shareholder action was not required; (6) If an amendment was approved by the shareholders: (i) The designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and the number of votes of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-10.06.htm - 1K - Match Info - Similar pages
10A-2-16.01
Section 10A-2-16.01 Corporate records. 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 shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation. (b) A corporation shall maintain appropriate accounting records. (c) A corporation or its agent shall maintain a record of its shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class or shares showing the number and class of shares held by each. (d) A corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (e) Each...
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10A-2-7.32
Section 10A-2-7.32 Shareholder agreements. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation even though it is inconsistent with one or more provisions of this chapter in that it: (1) Eliminates the authority of the board of directors or restricts the discretion or powers of the board of directors; (2) Governs the authorization or making of distributions whether or not in proportion to ownership of shares, subject to the limitations in Section 10A-2-6.40; (3) Establishes who shall be directors or officers of the corporation, or their terms of office or manner of selection or removal; (4) Governs, in general or in regard to specific matters, the exercise or division of voting power by or between the shareholders and directors or by or among any of them, including use of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.32.htm - 5K - Match Info - Similar pages
10A-2-8.25
Section 10A-2-8.25 Committees. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the board of directors. (b) The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under Section 10A-2-8.24. (c) Sections 10A-2-8.20 through 10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well. (d) To the extent specified by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.25.htm - 2K - Match Info - Similar pages
10A-2A-7.08
Section 10A-2A-7.08 Conduct of meeting. Unless the certificate of incorporation or bylaws provide otherwise, a meeting of the stockholders shall be conducted as follows: (a) At each meeting of stockholders, a chair shall preside. The chair shall be appointed by the board of directors. (b) The board of directors shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting. (c) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes to ballots, proxies or votes may be accepted. (Act 2019-94, ยง1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.08.htm - 1K - Match Info - Similar pages
11-54-87
Section 11-54-87 Powers of boards generally; location and operation of projects of boards generally; meetings of board of directors. (a) The industrial development board shall have the following powers together with all powers incidental thereto or necessary for the performance of those stated in this subsection: (1) To have succession by its corporate name for the period specified in the certificate of incorporation unless sooner dissolved as provided in this article; (2) To sue and be sued and to prosecute and defend civil actions in any court having jurisdiction of the subject matter and of the parties; (3) To have and to use a corporate seal and to alter the same at pleasure; (4) To acquire, whether by purchase, construction, exchange, gift, lease, or otherwise and to improve, maintain, equip, and furnish one or more projects, including all real and personal properties which the board of directors of the board may deem necessary in connection therewith, regardless of whether or not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-54-87.htm - 4K - Match Info - Similar pages
11-92A-10
Section 11-92A-10 Directors. (a) Except as provided in Section 11-92A-5, the board of directors shall be composed of the number of directors provided for in the articles, appointed as provided in the articles for the terms designated therein. (b) All directors shall serve until their successors are duly appointed or until they cease to be qualified. Vacancies on the board of directors shall be filled as provided for in the articles, but any person appointed to fill a vacancy shall serve only for the unexpired portion of the term. In the event any uncertainty arises as to the terms of office of the directors, the governing body or person authorized to appoint such directors to the board of directors may clarify such term by adoption of an appropriate resolution or by execution of an appropriate certificate, and such term of office shall be as so clarified. (c) A majority of the directors shall constitute a quorum for the transaction of business, but any meeting of the board of directors...
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