9-6-8
by all of the directors of the authority setting forth the details of the amendment, such certificate
to be acknowledged in the same manner as the certificate of incorporation; (5) To adopt and
alter bylaws for the regulation and conduct of its affairs and business; (6) To acquire, receive
and take title to, by purchase, gift, lease, devise or otherwise, to hold, keep and develop
and to transfer, convey, lease, assign or otherwise dispose of property of every kind and
character, real, personal and mixed, and any and every interest therein, whether located
within or outside of the area of operation or within or outside of the State of Alabama; (7)
To acquire, purchase, construct, own, operate, maintain, enlarge, extend and improve any equipment,
plant, apparatus or system of whatever kind and character used or which may be useful in connection
with the control, abatement or prevention of water, air or general environmental pollution
directly or indirectly, to enter into...
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11-15-6
Section 11-15-6 Directors and officers; records of proceedings. The corporation shall have
a board of directors which shall be composed of the number of directors provided in the certificate
of incorporation. All powers of the corporation shall be exercised by the board or pursuant
to its authority. The directors shall be residents of the county and shall be elected by the
governing body for staggered terms of office as follows: The first term of one third of the
directors shall be two years, of another one third shall be for four years and of the remaining
one third shall be six years and, thereafter, the term of office of each director shall be
six years. If any director resigns or dies or becomes incapable of acting as a director or
ceases to reside in the county, the governing body may elect a successor to serve for the
unexpired period of his term. Directors shall be eligible for reelection by the governing
body to succeed themselves in office. No director shall be an officer of...
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22-23A-5
Section 22-23A-5 Application to become corporation; filing and recordation; certificate of
incorporation; officers; board of directors; record of proceedings. (a) To become a corporation,
the Governor, the director of the department, the Director of Finance, and the two legislators
appointed to the authority in Section 22-23A-3 shall present to the Secretary of State of
Alabama an application signed by them which shall set forth: (1) The name, official designation
and official residence of each of the applicants, together with a certified copy of the commission
evidencing each applicant's right to office; (2) The date on which each applicant was inducted
into office and the term of office of each of the applicants; (3) The name of the proposed
corporation, which shall be the "Alabama Water System Assistance Authority"; (4)
The location of the principal office of the proposed corporation; and (5) Any other matter
relating to the incorporation which the applicants may choose to insert...
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45-29-140.05
specified in its certificate of incorporation. (2) To sue and be sued in its own name in civil
actions, except as otherwise provided in this article, and to defend civil actions against
it. (3) To adopt and make use of a corporate seal and to alter the same at pleasure. (4) To
adopt and alter bylaws for the regulation and conduct of its affairs and business. (5) To
acquire, receive, and take, by purchase, gift, lease, devise, or otherwise, and to hold property
of every description, real, personal, or mixed, whether located in one or more counties
and whether located within or outside the service area. (6) To make, enter into, and execute
such contracts, agreements, leases, and other instruments and to take such other actions as
may be necessary or convenient to accomplish any purpose for which the authority was organized
or to exercise any power expressly granted under this section. (7) To plan, establish, develop,
acquire, purchase, lease, construct, reconstruct, enlarge, improve,...
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45-30-250.05
of time specified in its certificate of incorporation. (2) To sue and be sued in its own name
in civil actions, except as otherwise provided in this act, and to defend civil actions against
it. (3) To adopt and make use of a corporate seal and to alter the same at pleasure. (4) To
adopt and alter bylaws for the regulation and conduct of its affairs and business. (5) To
acquire, receive, or take, by purchase, gift, lease, devise, or otherwise, and to hold property
of every description, real, personal, or mixed, whether located in one or more counties
and whether located within or outside the service area. (6) To make, enter into, and execute
contracts, agreements, leases, and other instruments and to take any other actions necessary
or convenient to accomplish any purpose for which the authority was organized or to exercise
any power expressly granted under this section. (7) To plan, establish, develop, acquire,
purchase, lease, construct, reconstruct, enlarge, improve, maintain, equip,...
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10A-2A-8.08
Section 10A-2A-8.08 Removal of directors by stockholders. (a) The stockholders may remove one
or more directors with or without cause unless the certificate of incorporation provides that
directors may be removed only for cause. (b) If a director is elected by a voting group of
stockholders, only the stockholders of that voting group may participate in the vote to remove
that director. (c) A director may be removed if the number of votes cast to remove exceeds
the number of votes cast not to remove the director, except to the extent the certificate
of incorporation or bylaws require a greater number; provided that if cumulative voting is
authorized, a director may not be removed if, in the case of a meeting, the number of votes
sufficient to elect the director under cumulative voting is voted against removal and, if
in the case of an action by written consent, the action is taken by less than unanimous consent.
(d) A director may be removed by the stockholders only at a meeting called...
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45-38-141.05
time specified in its certificate of incorporation. (2) To sue and be sued in its own name
in civil actions, except as otherwise provided in this part, and to defend civil actions against
it. (3) To adopt and make use of a corporate seal and to alter the same at pleasure. (4) To
adopt and alter bylaws for the regulation and conduct of its affairs and business. (5) To
acquire, receive, and take, by purchase, gift, lease, devise, or otherwise, and to hold property
of every description, real, personal, or mixed, whether located in one or more counties
and whether located within or outside the service area. (6) To make, enter into, and execute
such contracts, agreements, leases, and other instruments and to take such other actions as
may be necessary or convenient to accomplish any purpose for which the authority was organized
or to exercise any power expressly granted under this section. (7) To plan, establish, develop,
acquire, purchase, lease, construct, reconstruct, enlarge, improve,...
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10A-2A-8.56
Section 10A-2A-8.56 Indemnification of officers. (a) A corporation may indemnify and advance
expenses under this Division E of this Article 8 to an officer who is a party to a proceeding
because he or she is an officer (1) to the same extent as a director; and (2) if he or she
is an officer but not a director, to such further extent as may be provided by the certificate
of incorporation or the bylaws, or by a resolution adopted or a contract approved by the board
of directors or stockholders, except for (i) liability in connection with a proceeding by
or in the right of the corporation other than for expenses incurred in connection with the
proceeding, or (ii) liability arising out of conduct that constitutes (A) receipt by the officer
of a financial benefit to which he or she is not entitled, (B) an intentional infliction of
harm on the corporation or the stockholders, or (C) an intentional violation of criminal law.
(b) Subsection (a)(2) shall apply to an officer who is also a...
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11-50-314
(whether or not such system or systems were in existence and whether or not such system or
systems were privately owned prior to acquisition by such corporation and whether such system
or systems are located within or without or partly within and partly without the limits of
the municipality which authorized the organization of such corporation or within the limits
of another municipality) and to receive, acquire, take, and hold, whether by purchase, gift,
lease, devise, or otherwise, real, personal, and mixed property of any nature whatsoever
that its board of directors may deem a necessary or convenient part of such system or systems;
(5) To borrow money for any corporate function, use, or purpose and to issue in evidence of
the borrowing interest-bearing bonds payable solely from the revenues derived from the operation
of any one or more of its systems (regardless of the system or systems for the benefit of
or with respect to which such borrowing may be made); (6) To pledge for...
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11-50-393
Section 11-50-393 Board of directors - Composition; compensation; removal actions. Each district
incorporated under this article shall have a board of directors of not less than three members,
and the members shall elect a chairman of the board. Unless otherwise provided in the certificate
of incorporation, the board of directors shall consist of at least one member for each municipality
which is a member of the district. Unless otherwise provided in the certificate of incorporation,
the member of the board of directors representing each member municipality shall be elected
by the governing body of each municipality and shall serve for a term of office concurrent
with the term of office of the mayor of the municipality. A representative of each municipality
may, but need not be, the mayor thereof. The members of the board of directors shall serve
without compensation, except that they shall be reimbursed for actual expenses incurred in
the performance of their duties under this...
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