37-7-5
Section 37-7-5 Board of directors - Election; expenses; president; secretary. Each corporation
formed under this chapter shall have a board of directors, which board shall constitute the
governing body of the corporation. The directors of the corporation, other than those named
in its certificate of incorporation, shall be elected annually by the members entitled to
vote therefor. The directors must be members and shall not be entitled to compensation for
their services but shall be entitled to reimbursement for expenses incurred by them in the
performance of their duties. The board shall elect annually from its own number a president
and a secretary. (Acts 1935, No. 45, p. 100; Code 1940, T. 18, §14.)...
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10A-2-14.04
Section 10A-2-14.04 Revocation of dissolution. REPEALED IN THE 2019 REGULAR SESSION BY ACT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 revoke its dissolution within 120 days of its effective date. (b) Revocation of dissolution
must be authorized in the same manner as the dissolution was authorized unless that authorization
permitted revocation by action of the board of directors alone, in which event the board of
directors may revoke without shareholder action. (c) After the revocation of dissolution is
authorized, the corporation may revoke the dissolution by delivering to the judge of probate
for filing articles of revocation of dissolution, together with a copy of its articles of
dissolution, that set forth: (1) The name of the corporation; (2) The effective date of the
dissolution that was revoked; (3) The date that the revocation of dissolution was authorized;
(4) If the corporation's board of directors (or incorporators)...
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11-86A-21
Section 11-86A-21 Dissolution of authority; title to property of authority to vest in county
of incorporation upon dissolution of authority unless otherwise provided. (a) At any time
when no bonds of an authority are outstanding, the authority may be dissolved by the adoption
of a resolution by the board of directors recommending dissolution and by the approval of
the dissolution by the governing body of the county of incorporation and each participating
municipality and the adoption of a resolution to the effect that the county and each participating
municipality concur. The resolution need not be published or posted and need not be offered
for more than one reading. Upon the dissolution the chair and secretary of the dissolved authority
shall execute articles of dissolution reciting that the resolutions have been adopted and
that the authority has been dissolved. The articles of dissolution shall be filed with the
probate judge, who shall record the dissolution. (b) Upon dissolution...
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11-92A-22.1
Section 11-92A-22.1 Dissolution requirements. In addition to the requirements for dissolution
under Section 11-92A-22, prior to the dissolution of an authority organized under Chapter
92A of this title, the authority shall provide notice to the Legislature of the authority's
intent to dissolve, as adopted by its board of directors in accordance with Section 11-92A-22.
The articles of dissolution, as required by Section 11-92A-22, may not be effective prior
to the 15th legislative day of the regular session of the Legislature that commences no sooner
than six weeks after the notice of dissolution is provided to the Legislature as required
in this section. (Act 2020-72, §24.)...
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45-49-90.06
Section 45-49-90.06 Board of directors. The corporation shall have a board of directors in
which all powers of the corporation shall be vested and which shall consist of any number
of directors, not less than six, all of whom shall be duly qualified electors of and taxpayers
in the county. The directors shall serve as such without compensation except that they shall
be reimbursed for their actual expenses incurred in and about the performance of their duties
under this part. No director shall be an officer or employee of the county or a participating
municipality, and in no event shall the judge of probate serve as such director. The directors
shall be elected in the manner provided by the articles of incorporation so that they shall
hold office for staggered terms. If at the expiration of any term of office of any director
a successor thereto shall not have been elected, then the director whose term of office shall
have expired shall continue to hold office until his or her successor...
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10A-2A-14.11
Section 10A-2A-14.11 Procedure for judicial dissolution. (a) Venue for a proceeding by the
attorney general to dissolve a corporation lies in circuit court for the county in which the
corporation's principal office is located in this state, and if none in this state, in the
circuit court for the county in which the corporation's most recent registered office is located.
Venue for a proceeding brought by any other party named in Section 10A-2A-14.10(a) lies in
circuit court for the county in which the corporation's principal office is located in this
state, and if none in this state, in the circuit court for the county in which the corporation's
most recent registered office is located. (b) It is not necessary to make stockholders parties
to a proceeding to dissolve a corporation unless relief is sought against them individually.
(c) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint
a receiver or custodian during the proceeding with all powers and...
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10A-2A-3.03
Section 10A-2A-3.03 Emergency powers. (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 practicable
manner; 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 order of seniority, as necessary to achieve a quorum. (c) Corporate action taken
in good faith during an emergency under this section to further the...
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10A-2A-7.03
Section 10A-2A-7.03 Court-ordered meetings. (a) The designated court, and if none, the circuit
court for the county in which the corporation's principal office is located in this state,
and, if none in this state, the circuit court for the county in which the corporation's most
recent registered office is located may summarily order a meeting to be held: (1) on application
of any stockholder of the corporation entitled to participate in an annual meeting if an annual
meeting was not held or action by written consent in lieu of an annual meeting did not become
effective within the earlier of 12 months after the end of the corporation's fiscal year or
15 months after its last annual meeting; or (2) on application of one or more stockholders
who signed a demand for a special meeting valid under Section 10A-2A-7.02, if: (i) notice
of the special meeting was not given within 30 days after the first day on which the requisite
number of demands have been delivered to the corporation; or (ii)...
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11-50-525
Section 11-50-525 Board of directors. The government of the corporation shall be vested in
the board, which may by resolution exercise or provide for the exercise of all the powers
of the corporation. The board shall be composed of one director from each municipality located
in the power district having a population of 1,000 or more inhabitants according to the last
or any future federal census, whose election shall be certified to the corporation by the
clerk of such municipality as hereinafter provided. The governing body of each such municipality
having such population may elect a director from such municipality. The election of each such
director shall be certified to the corporation by the clerk of the municipality whose governing
body shall make such election, as and when any such election shall be so made. The directors
so certified shall constitute the board, and a majority thereof at any time existing shall
constitute a quorum of the board for the transaction of business. The...
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11-54B-12
Section 11-54B-12 Annual budget of district management corporation. (a) The officers of the
district management corporation shall submit a detailed annual budget for approval by its
board of directors including proposed expenditures and proposed sources of funding, including
voluntary donations, and which explains how the budget contributes to goals and objectives
for the business improvement district. (b) The budget shall be introduced, approved, amended,
and adopted by resolution passed by not less than a majority of the full membership of the
board of directors. The procedure shall be as follows: (1) Introduction and preliminary approval;
(2) Public advertising; (3) Public hearing; (4) Amendments and public hearings, if required;
and (5) Adoption. (c) No budget shall be adopted until a public hearing has been held thereon
and all persons having an interest therein shall have been given an opportunity to present
objections. (d) The board of directors may amend the budget during or...
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