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10A-2A-1.45
Section 10A-2A-1.45 Definitions. In this article: (1) "Corporate action" means any
action taken by or on behalf of the corporation, including any action taken by the incorporator,
the board of directors, a committee of the board of directors, an officer or agent of the
corporation or the stockholders. (2) "Date of the defective corporate action" means
the date (or the approximate date, if the exact date is unknown) the defective corporate action
was purported to have been taken. (3) "Defective corporate action" means (i) any
corporate action purportedly taken that is, and at the time such corporate action was purportedly
taken would have been, within the power of the corporation, but is void or voidable due to
a failure of authorization, and (ii) an overissue. (4) "Failure of authorization"
means the failure to authorize, approve, or otherwise effect a corporate action in compliance
with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate
resolution,...
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10A-2A-8.21
Section 10A-2A-8.21 Action without meeting. (a) Except to the extent that the certificate of
incorporation or bylaws require that action by the board of directors be taken at a meeting,
action required or permitted by this chapter to be taken by the board of directors may be
taken without a meeting if each director signs a consent describing the action to be taken
and delivers it to the corporation. (b) Action taken under this section is the act of the
board of directors when one or more consents signed by all the directors are delivered to
the corporation. The consent may specify a later time as the time at which the action taken
is to be effective. A director's consent may be withdrawn by a revocation signed by the director
and delivered to the corporation before delivery to the corporation of unrevoked written consents
signed by all the directors. (c) A consent signed under this section has the effect of action
taken at a meeting of the board of directors and may be described as...
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10A-2A-7.04
Section 10A-2A-7.04 Action without meeting. (a) Unless otherwise provided in the certificate
of incorporation, any action required or permitted by this chapter to be taken at any meeting
of the stockholders may be taken without a meeting, and without prior notice, if one or more
consents in writing setting forth the action so taken are signed by the holders of outstanding
stock having not less than the minimum number of votes that would be required to authorize
or take the action at a meeting at which all shares of stock entitled to vote on the action
were present and voted; provided, however, that if a corporation's certificate of incorporation
authorizes stockholders to cumulate their votes when electing directors pursuant to Section
10A-2A-7.28, directors may not be elected by less than unanimous written consent. The action
must be evidenced by one or more written consents describing the action taken, signed by the
stockholders approving the action and delivered to the corporation...
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10A-2A-1.47
Section 10A-2A-1.47 Ratification of defective corporate actions. (a) To ratify a defective
corporate action under this section (other than the ratification of an election of the initial
board of directors under subsection (b)), the board of directors shall take action ratifying
the action in accordance with Section 10A-2A-1.48, stating: (1) the defective corporate action
to be ratified and, if the defective corporate action involved the issuance of putative stock,
the number and type of shares of putative stock purportedly issued; (2) the date of the defective
corporate action; (3) the nature of the failure of authorization with respect to the defective
corporate action to be ratified; and (4) that the board of directors approves the ratification
of the defective corporate action. (b) In the event that a defective corporate action to be
ratified relates to the election of the initial board of directors of the corporation under
Section 10A-2A-2.04(a)(2), a majority of the persons who,...
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10A-2-8.24
Section 10A-2-8.24 Quorum and voting. 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 require a greater number, a quorum of a board of directors consists of: (1) A majority
of the fixed number of directors if the corporation has a fixed board size; or (2) A majority
of the fixed number of directors prescribed, or if no number is prescribed the number in office
immediately before the meeting begins, if the corporation has a variable-range size board.
(b) The articles of incorporation or bylaws may authorize a quorum of a board of directors
to consist of no fewer than one-third of the fixed or prescribed number of directors determined
under subsection (a). (c) If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the board of directors unless the articles
of incorporation or bylaws require the vote of a...
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10A-2A-11.04
Section 10A-2A-11.04 Action on a plan of merger or stock exchange. In the case of a corporation
that is a constituent organization or the acquired entity in a stock exchange, the plan of
merger or stock exchange shall be adopted in the following manner: (a) The plan of merger
or stock exchange shall first be adopted by the board of directors. (b) Except as provided
in subsections (h), (j), and (l) and in Section 10A-2A-11.05, the plan of merger or stock
exchange shall then be approved by the stockholders. In submitting the plan of merger or stock
exchange to the stockholders for approval, the board of directors shall recommend that the
stockholders approve the plan or, in the case of an offer referred to in subsection (j)(2),
that the stockholders tender their stock to the offeror in response to the offer, unless (i)
the board of directors makes a determination that because of conflicts of interest or other
special circumstances it should not make a recommendation or (ii) Section...
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11-49A-7
Section 11-49A-7 Organization of authority; board of directors; election; terms; vacancies;
qualifications; expenses and compensation; removal. Each authority shall be governed by a
board of directors. All powers of the authority shall be exercised by the board or pursuant
to its authorization. The board shall consist of six directors. Each director shall be elected
by the governing body of the authorizing municipality. The initial term of office of three
of the directors elected by the governing body of the authorizing municipality shall begin
immediately upon their election and shall end at 12:01 A.M., on the second anniversary date
of the filing for record of the certificate of incorporation of the authority. The initial
term of office of the remaining directors elected by the governing body of the municipality
shall begin immediately upon their election and shall end at 12:01 A.M., on the fourth anniversary
date of such filing. Thereafter, the term of office of each such director...
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10A-2-2.02
Section 10A-2-2.02 Supplemental provisions required or permitted in articles of incorporation.
REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT
IN THE CURRENT CODE SUPPLEMENT. (a) In addition to the information required to be set forth
in a certificate of formation by Section 10A-1-3.05, articles of incorporation of a corporation
formed under this chapter must set forth: (1) The number of shares the corporation is authorized
to issue; (2) The names and addresses of the individuals who are to serve as the initial directors;
and (3) The purpose or purposes for which the corporation is organized, which may be stated
to be or to include the transaction of any lawful business for which corporations may be incorporated
under this chapter. (b) The articles of incorporation may set forth: (1) Provisions not inconsistent
with law regarding: (i) Reservation to the shareholders of the right to adopt the initial
bylaws of the corporation; (ii) Managing the...
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10A-2A-16.02
Section 10A-2A-16.02 Inspection rights of stockholders. (a) A stockholder of a corporation
is entitled to inspect and copy, during regular business hours at the corporation's principal
office, any of the records of the corporation described in Section 10A-2A-16.01(a), excluding
minutes of meetings of, and records of actions taken without a meeting by, the corporation's
board of directors and board committees established under Section 10A-2A-8.25, if the stockholder
gives the corporation a signed written notice of the stockholder's demand at least five business
days before the date on which the stockholder wishes to inspect and copy. (b) A stockholder
of a corporation is entitled to inspect and copy, during regular business hours at a reasonable
location specified by the corporation, any of the following records of the corporation if
the stockholder meets the requirements of subsection (c) and gives the corporation a signed
written notice of the stockholder's demand at least five...
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10A-2A-8.24
Section 10A-2A-8.24 Quorum and voting. (a) Unless the certificate of incorporation or bylaws
provide for a greater or lesser number or unless otherwise expressly provided in this chapter,
a quorum of a board of directors consists of a majority of the number of directors specified
in or fixed in accordance with the certificate of incorporation or bylaws. (b) The quorum
of the board of directors specified in or fixed in accordance with the certificate of incorporation
or bylaws may not consist of less than one-third of the specified or fixed number of directors.
(c) If a quorum is present when a vote is taken, the affirmative vote of a majority of directors
present is the act of the board of directors unless the certificate of incorporation or bylaws
require the vote of a greater number of directors or unless otherwise expressly provided in
this chapter. (d) A director who is present at a meeting of the board of directors or a committee
when corporate action is taken is deemed to have...
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