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10A-3-2.11
Section 10A-3-2.11 Quorum of directors. (a) A majority of the number of directors fixed by
the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number
stated in the certificate of formation, shall constitute a quorum for the transaction of business,
unless otherwise provided in the governing documents of the nonprofit corporation; but in
no event shall a quorum consist of less than one-third of the number of directors so fixed
or stated. The act of the majority of the directors present at a meeting at which a quorum
is present shall be the act of the board of directors, unless the act of a greater number
is required by this title or this chapter or by the nonprofit corporation's governing documents.
(b) If a quorum is present when the meeting is convened, the directors present may continue
to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment,
notwithstanding the withdrawal of enough directors to leave less...
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10A-3-2.31
Section 10A-3-2.31 Bylaws. The initial bylaws of a nonprofit corporation shall be adopted by
its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors, unless otherwise provided in the governing documents
of the nonprofit corporation. The bylaws may contain any provisions for the regulation and
management of the affairs of a corporation not inconsistent with law or the certificate of
formation. (Acts 1984, No. 84-290, p. 502, §12; §10-3A-27; amended and renumbered by Act
2009-513, p. 967, §175.)...
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11-50-314
Section 11-50-314 Powers of corporation generally; provisions in mortgages, deeds of trust,
or pledge agreements executed by corporation as to rights of parties thereto, etc. (a) Each
corporation formed or the certificate of incorporation of which is amended under this article
shall have the following powers together with all powers incidental thereto or necessary to
the discharge thereof in corporate form: (1) To have succession by its corporate name for
the duration of time (which may be in perpetuity) specified in its certificate of incorporation
or until dissolved as provided in this article; (2) To sue and be sued and to defend civil
actions against it; (3) To make use of a corporate seal and to alter the same at pleasure;
(4) To acquire, purchase, construct, operate, maintain, enlarge, extend, and improve any system
or systems, the operation of which is provided for in the certificate of incorporation of
such corporation or in any amendment thereto (whether or not such system or...
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10A-20-7.02
Section 10A-20-7.02 Incorporation. (a) Five or more financial institutions or persons, a majority
of whom shall be residents of this state, who may desire to create an industrial development
corporation under the provisions of this article for the purpose of promoting, developing,
and advancing the prosperity and economic welfare of the state and, to that end, to exercise
the powers and privileges provided in this article may be incorporated by delivering to the
Secretary of State for filing a certificate of formation. The filing of the certificate shall
be accompanied by a filing fee in the amount prescribed to be paid to the Secretary of State
under Section 10A-1-4.31 in connection with the filing of a certificate of formation. The
certificate of formation shall contain: (1) The name of the corporation which shall include
the words "industrial development corporation of Alabama." (2) The location of the
principal office of the corporation, but the corporation may have offices in...
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10A-3-7.18
Section 10A-3-7.18 Survival of remedy after dissolution. The dissolution of a nonprofit corporation
either (1) by the filing of the articles of dissolution by the Secretary of State, or (2)
by an order of court when the court has not liquidated the assets and affairs of the corporation
as provided in this chapter, or (3) by operation of law, or (4) by expiration of its period
of duration, shall not take away or impair any remedy available to or against the nonprofit
corporation, its directors, officers, or members, for any right or claim existing, or any
liability incurred, prior to the dissolution if action or other proceeding thereon is commenced
within two years after the date of the dissolution. Any action or proceeding by or against
the nonprofit corporation may be prosecuted or defended by the nonprofit corporation in its
corporate name. The members, directors, and officers shall have power to take the corporate
or other action as shall be appropriate to protect the remedy,...
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10A-30-2.10
Section 10A-30-2.10 Appointment of a provisional director in certain cases; applicable to corporations
formed as close corporations or electing close corporation status prior to January, 1 1995.
(a) Notwithstanding any contrary provision of the governing documents or agreement of the
shareholders, the circuit court of the county in which the registered office of the corporation
is located may appoint a provisional director for a close corporation if the directors are
so divided respecting the management of the corporation's business and affairs that the votes
required for action by the board of directors cannot be obtained with the consequence that
the business and affairs of the corporation can no longer be conducted to the advantage of
the shareholders generally. (b) An application for relief under this section must be filed
(1) by at least one-half of the number of directors then in office, or (2) by the holders
of at least one-third of all shares then entitled to elect directors,...
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10A-9A-11.01
Section 10A-9A-11.01 Application to existing relationships. (a) Beginning January 1, 2017,
this chapter governs all limited partnerships and all foreign limited partnerships. (b) With
respect to a limited partnership formed before January 1, 2010, the following rules apply
except as the partners otherwise elect in the manner provided in the partnership agreement
or by law for amending the partnership agreement: (1) Section 10A-1-3.03 does not apply and
the limited partnership has whatever duration it had under the law applicable immediately
before January 1, 2010. (2) The limited partnership is not required to amend its certificate
of formation to comply with Section 10A-9A-2.01(a)(5); but once amended or restated, the certificate
of formation must comply with Section 10A-9A-2.01(a)(5). (3) Sections 10A-9A-6.01 and 10A-9A-6.02
do not apply and a limited partner has the same right and power to dissociate from the limited
partnership, with the same consequences, as existed immediately...
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10A-9A-10.08
Section 10A-9A-10.08 Filings required for merger; effective date. THIS SECTION WAS AMENDED
BY ACT 2019-94 IN THE 2019 REGULAR SESSION, EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE
CURRENT CODE SUPPLEMENT. (a) After each constituent organization has approved the plan of
merger, a statement of merger must be signed on behalf of: (1) each constituent limited partnership,
as provided in Section 10A-9A-2.03(a); and (2) each other constituent organization, as provided
by its governing statute. (b) A statement of merger under this section must include: (1) the
name, type of organization, and mailing address of the principal office of each constituent
organization, the jurisdiction of the governing statute of each constituent organization,
and the respective unique identifying numbers or other designations as assigned by the Secretary
of State, if any, of each constituent organization; (2) the name, type of organization, and
mailing address of the principal office of the surviving...
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10A-3-2.09
Section 10A-3-2.09 Number and election of directors; terms; removal from office. (a) The number
of directors of a nonprofit corporation shall be not less than three. Subject to this limitation,
the number of directors shall be fixed by the bylaws, except as to the number of the first
board of directors which number shall be fixed by the certificate of formation. The number
of directors may be increased or decreased from time to time by amendment to the bylaws, unless
the certificate of formation provides that a change in the number of directors shall be made
only by amendment of the certificate of formation. No decrease in number shall have the effect
of shortening the term of any incumbent director. In the absence of a bylaw fixing the number
of directors, the number shall be the same as that stated in the certificate of formation.
(b) The directors constituting the first board of directors shall be named in the certificate
of formation and shall hold office until the first annual...
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10A-3-2.12
Section 10A-3-2.12 Board of directors; committees. If the governing documents of a nonprofit
corporation so provide, the board of directors, by resolution adopted by a majority of the
directors in office, may designate and appoint one or more committees each of which shall
consist of two or more directors, which committees, to the extent provided in the resolution,
or in the governing documents of the nonprofit corporation, shall have and exercise all the
authority of the board of directors, except that no committee shall have the authority of
the board of directors in reference to amending, altering, or repealing the bylaws; electing,
appointing, or removing any member of any committee or any director or officer of the corporation;
amending the certificate of formation, restating the certificate of formation, adopting a
plan of merger or adopting a plan of consolidation with another nonprofit corporation or other
entity authorizing the conversion of the nonprofit corporation into...
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