44-3-5
Section 44-3-5 Corporations to be governed by boards of directors; selection and meetings of boards of directors. Such corporation shall be governed by a board of directors selected from member counties or municipalities, as the case may be, as may be specified in the bylaws of the corporation. The board of directors shall hold regular quarterly meetings and such meetings as may be called from time to time by the chairman of the board who shall be selected in accordance with procedure as outlined in the bylaws. The annual meeting of the corporation shall be held in conjunction with the last board of directors meeting in the calendar year. (Acts 1978, No. 620, p. 880, §5.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/44-3-5.htm - 986 bytes - Match Info - Similar pages
10A-2-8.25
Section 10A-2-8.25 Committees. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 provide otherwise, a board of directors may create one or more committees and appoint members of the board of directors to serve on them. Each committee may have one or more members, who serve at the pleasure of the board of directors. (b) The creation of a committee and appointment of members to it must be approved by the greater of (1) a majority of all the directors in office when the action is taken or (2) the number of directors required by the articles of incorporation or bylaws to take action under Section 10A-2-8.24. (c) Sections 10A-2-8.20 through 10A-2-8.24, which govern meetings, action without meetings, notice and waiver of notice, and quorum and voting requirements of the board of directors, apply to committees and their members as well. (d) To the extent specified by the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.25.htm - 2K - Match Info - Similar pages
10A-2-8.40
Section 10A-2-8.40 Required officers. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020.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 has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. (c) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. (d) Unless the bylaws provide otherwise, the same individual may simultaneously hold more than one office in a corporation. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.40; amended and renumbered by Act 2009-513, p. 967, §122.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.40.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.21.htm - 1K - Match Info - Similar pages
10A-20-6.04
Section 10A-20-6.04 Board of directors. The property and business of the corporation shall be managed by a board of directors with the powers and authority necessary or incidental to the purposes of the corporation. The board shall be composed of not less than 15 nor more than 27 directors. Public directors, who shall reflect the social, economic, and geographic characteristics of the population served by the corporation, shall constitute at least a majority of the board. Providers of health care and their representatives may also serve on the board, but in no event may constitute a majority thereof. Persons who derive income from the delivery or administration of health care or services shall not be eligible to serve as public directors. The bylaws of the corporation shall contain a provision requiring the board: (1) To establish a procedure for the disclosure of and the determination of whether a person is a provider or a representative of a provider of health care and possible...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-6.04.htm - 1K - Match Info - Similar pages
10A-20-7.07
Section 10A-20-7.07 Directors and officers. (a) The business and affairs of the corporation shall be managed and conducted by a board of directors, a president, a vice-president, a secretary, a treasurer, and other officers and agents as the corporation by its bylaws shall authorize. The board of directors shall consist of a number not less than 15 nor more than 21, as shall be determined in the first instance by the incorporators and thereafter annually by the members and the stockholders of the corporation. The board of directors may exercise all the powers of the corporation except such as are conferred by law or by the bylaws of the corporation upon the stockholders or members and shall choose, or appoint, all the agents and officers of the corporation and fill all vacancies except vacancies in the office of a director, which shall be filled as provided in this section. The board of directors shall be elected in the first instance by the incorporators and thereafter at the annual...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-20-7.07.htm - 2K - Match Info - Similar pages
10A-2A-7.01
Section 10A-2A-7.01 Annual meetings. (a) Unless directors are elected by written consent in lieu of an annual meeting as permitted by Section 10A-2A-7.04, a corporation shall hold a meeting of stockholders annually at a time stated in or fixed in accordance with the certificate of incorporation or bylaws at which directors shall be elected. (b) Unless the board of directors determines to hold the meeting solely by means of remote communication in accordance with Section 10A-2A-7.09(c), annual meetings may be held (i) in or out of this state at the place stated in or fixed in accordance with the certificate of incorporation or bylaws or (ii) if no place is stated in or fixed in accordance with the certificate of incorporation or bylaws, at the corporation's principal office. (c) The failure to hold an annual meeting at the time stated in or fixed in accordance with a corporation's certificate of incorporation or bylaws does not affect the validity of any corporate action. (Act 2019-94,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.01.htm - 1K - Match Info - Similar pages
10A-2A-7.08
Section 10A-2A-7.08 Conduct of meeting. Unless the certificate of incorporation or bylaws provide otherwise, a meeting of the stockholders shall be conducted as follows: (a) At each meeting of stockholders, a chair shall preside. The chair shall be appointed by the board of directors. (b) The board of directors shall determine the order of business and shall have the authority to establish rules for the conduct of the meeting. (c) The chair of the meeting shall announce at the meeting when the polls close for each matter voted upon. If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies or votes nor any revocations or changes to ballots, proxies or votes may be accepted. (Act 2019-94, §1.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.08.htm - 1K - Match Info - Similar pages
10A-2A-8.02
Section 10A-2A-8.02 Qualifications of directors. (a) The certificate of incorporation or bylaws may prescribe qualifications for directors or for nominees for directors. Qualifications must be reasonable as applied to the corporation and be lawful. (b) A requirement that is based on a past, prospective, or current action, or expression of opinion, by a nominee for director or a director that could limit the ability of a nominee for director or a director to discharge his or her duties as a director is not a permissible qualification under this section. Notwithstanding the foregoing, qualifications may include not being or having been subject to specified criminal, civil, or regulatory sanctions or not having been removed as a director by judicial action or for cause. (c) A director shall be a natural person of the age of at least 19 years but need not be a resident of this state or a stockholder unless the certificate of incorporation or bylaws so prescribe. (d) A qualification for...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.02.htm - 1K - Match Info - Similar pages
10A-2A-8.58
Section 10A-2A-8.58 Variation by corporate action; application of division. (a) A corporation may, by a provision in its certificate of incorporation, bylaws, or in a resolution adopted or a contract approved by the board of directors or stockholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with Section 10A-2A-8.51 or advance funds to pay for or reimburse expenses in accordance with Section 10A-2A-8.53. Any obligatory provision shall be deemed to satisfy the requirements for authorization referred to in Section 10A-2A-8.53(c) and in Section 10A-2A-8.55(c). Any provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with Section 10A-2A-8.53 to the fullest extent permitted by law, unless the provision expressly provides otherwise. (b) A right of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.58.htm - 3K - Match Info - Similar pages
|