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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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...
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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-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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94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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37-7-6
Section 37-7-6 Board of directors - Powers. The board shall have power to do all things necessary
or convenient in conducting the business of a corporation, including but not limited to: The
power to adopt and amend bylaws for the management and regulation of the affairs of the corporation;
the bylaws by a corporation may make provisions, not inconsistent with law or its certificate
of incorporation, regulating the admission, withdrawal, suspension or expulsion of members;
the transfer of memberships; the fees and dues of members and the termination of memberships
on nonpayment of dues or otherwise; the number, times and manner of choosing, qualifications,
terms of office, official designations, powers, duties and compensation of its officers; defining
a vacancy in the board or in any office or the manner of filling it; the number of members,
not less than 20 percent, to constitute a quorum at meetings, the date of the annual meeting
and the giving of notice thereof and the holding of...
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22-21-52
Section 22-21-52 Directors - Annual meeting; constitution and bylaws; executive committee.
The directors shall meet annually and shall adopt a constitution and bylaws of the corporation,
said constitution and bylaws to be subject to the approval of the State Board of Health. The
active affairs of the corporation shall be vested in an executive committee composed of not
less than five nor more than nine directors, to be selected by the directors. The executive
committee shall meet monthly, organize itself and shall carry on the affairs of the corporation
in compliance with the laws of the State of Alabama and with the constitution and bylaws of
the corporation. The executive committee shall appoint a medical advisory committee of three
to five members from the medical staffs of the respective hospitals. This medical advisory
committee will be responsible to the executive committee for the professional aspects of the
hospital's operations subject to the rules and regulations adopted by...
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10A-2-7.02
Section 10A-2-7.02 Special meeting. 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 hold
a special meeting of shareholders: (1) On call of its board of directors or the person or
persons authorized to do so by the articles of incorporation or bylaws; or (2) If the holders
of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered
at the proposed special meeting sign, date, and deliver to the corporation's president or
secretary one or more written demands for the meeting describing the purpose or purposes for
which it is to be held, who shall, within 21 days of the receipt of demand, cause notice to
be given of the meeting to be held within the minimum time following the notice prescribed
by Section 10A-2-7.05(a); or (3) On call of the holders of at least 10 percent of the votes
entitled to be cast at the proposed special meeting who signed a demand...
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11-86A-10
Section 11-86A-10 Members of the board of directors; terms; meetings; removal from office.
(a) Except as provided in Section 11-86A-6, 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 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 a director, the governing body or person authorized to appoint a director to
the board of directors may clarify the term by adoption of an appropriate resolution or by
execution of an appropriate certificate. (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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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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5-17-10
Section 5-17-10 Election of board of directors, credit committee, and supervisory committee.
At the annual meeting (the organization meeting shall be the first annual meeting), members
of the credit union shall elect a board of directors of not less than five members, may elect
a credit committee of not less than three members, and shall elect a supervisory committee
of not less than three members, all to hold office for such terms respectively as the bylaws
provide and until successors qualify. A record of the names and addresses of the members of
the board and committees and the officers shall be filed with the Administrator of the Alabama
Credit Union Administration not later than 10 calendar days after their election. If, however,
the bylaws so provide, the board of directors shall carry out the functions and duties of
the credit committee or may appoint a credit committee, in which case the credit union shall
not elect a credit committee. (Acts 1927, No. 597, p. 696; Code 1940, T....
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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...
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