22-21-316
Section 22-21-316 Board of directors; qualifications; election or appointment; terms; vacancies; reimbursement for expenses; quorum; regular, special and called meetings; waiver of notice; record of proceedings; use as evidence; removal from office. (a) Each authority shall have a board of directors composed of the number of directors provided in the certificate of incorporation, as most recently amended. Unless provided to the contrary in its certificate of incorporation, all powers of the authority shall be exercised, and the authority shall be governed, by the board or pursuant to its authorization. Subject to the provisions of subdivision (9) of subsection (b) of Section 22-21-314, the board shall consist of directors having such qualifications, being elected or appointed by such person or persons (including, without limitation, the board itself, the governing body or bodies of one or more authorizing subdivisions or other counties and municipalities, and other entities or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/22-21-316.htm - 4K - Match Info - Similar pages
10A-2-7.07
Section 10A-2-7.07 Record date. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The bylaws may fix or provide the manner of fixing the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may fix a future date as the record date. (b) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders. (c) A determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it must do if the meeting is adjourned to a date more than 120 days after the date fixed for the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.07.htm - 1K - Match Info - Similar pages
10A-2A-6.40
Section 10A-2A-6.40 Distributions to stockholders. (a) The board of directors may authorize and the corporation may make distributions to its stockholders subject to restriction by the certificate of incorporation and the limitation in subsection (c). (b) The board of directors may fix the record date for determining stockholders entitled to a distribution, which date may not be retroactive. If the board of directors does not fix a record date for determining stockholders entitled to a distribution (other than one involving a purchase, redemption, or other acquisition of the corporation's stock), the record date is the date the board of directors authorizes the distribution. (c) No distribution may be made if, after giving it effect: (1) the corporation would not be able to pay its debts as they become due in the usual course of business; or (2) the corporation's total assets would be less than the sum of its total liabilities plus (unless the certificate of incorporation permits...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.40.htm - 3K - Match Info - Similar pages
10A-2A-7.28
Section 10A-2A-7.28 Voting for directors; cumulative voting. (a) Unless otherwise provided in the certificate of incorporation, directors are elected by a plurality of the votes cast by the stock entitled to vote in the election at a meeting at which a quorum is present. (b) Stockholders do not have a right to cumulate their votes for directors unless the certificate of incorporation so provides. (c) A statement included in the certificate of incorporation that "[all] [a designated voting group of] stockholders are entitled to cumulate their votes for directors" (or words of similar import) means that the stockholders designated are entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates. (d) Stock otherwise entitled to vote cumulatively may not be voted cumulatively at a particular meeting unless: (1) the meeting...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.28.htm - 1K - Match Info - Similar pages
10A-2-2.07
Section 10A-2-2.07 Emergency bylaws. 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 provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with emergency bylaws: (1) Binds the corporation; and (2) May not be used to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-2.07.htm - 1K - Match Info - Similar pages
10A-2A-14.10
Section 10A-2A-14.10 Grounds for judicial dissolution. (a) 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 dissolve a corporation: (1) in a proceeding by the Attorney General if it is established that: (i) the corporation obtained its certificate of incorporation through fraud; or (ii) the corporation has continued to exceed or abuse the authority conferred upon it by law; (2) in a proceeding by a stockholder if it is established that: (i) the directors are deadlocked in the management of the corporate affairs, the stockholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered, or the business and affairs of the corporation can no longer be conducted to the advantage of the stockholders generally, because of the deadlock; (ii) the directors or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-14.10.htm - 3K - Match Info - Similar pages
10A-2A-7.32
Section 10A-2A-7.32 Stockholder agreements. (a) An agreement among the stockholders of a corporation that complies with this section is effective among the stockholders and the corporation even though it is inconsistent with one or more other provisions of this chapter in that it: (1) eliminates the board of directors or restricts the discretion or powers of the board of directors; (2) governs the authorization or making of distributions, regardless of whether they are in proportion to ownership of stock, subject to the limitations in Section 10A-2A-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 stockholders and directors or by or among any of them, including use of weighted voting rights or director proxies; (5) establishes the terms and conditions of any agreement for the transfer...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.32.htm - 5K - Match Info - Similar pages
10A-3-1.02
Section 10A-3-1.02 Definitions. As used in this chapter, the following terms shall have the following meanings, respectively, unless the context otherwise requires: (1) ARTICLES OF INCORPORATION. The original or restated articles of incorporation or articles of consolidation and all amendments thereto, including articles of merger, of a domestic or foreign nonprofit corporation. The term articles of incorporation of a nonprofit corporation constitutes its certificate of formation as defined in Section 10A-1-1.03(7). The terms may be used interchangeably. The articles of incorporation or certificate of formation of a nonprofit corporation, together with its bylaws, constitute its governing documents within the meaning of Section 10A-1-1.03(40). (2) BOARD OF DIRECTORS. The group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated. The board of directors of a nonprofit corporation is its governing authority as...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-1.02.htm - 2K - Match Info - Similar pages
10A-2-7.03
Section 10A-2-7.03 Court-ordered meeting. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The circuit court of the county where a corporation's principal office, or, if none in this state, its registered office, is located may summarily order a meeting to be held: (1) On application of any shareholder of the corporation entitled to participate in an annual meeting if an annual meeting was not held within the earlier of 12 months after the end of the fiscal year or 15 months after its last annual meeting; or (2) On application of a shareholder who signed a demand for a special meeting valid under Section 10A-2-7.02, if: (i) Notice of the special meeting was not given within 30 days after the date the demand was delivered to the corporation's president or secretary; or (ii) The special meeting was not held in accordance with the notice. (b) The court may fix the time and place of the meeting, determine the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.03.htm - 1K - Match Info - Similar pages
10A-2A-8.05
Section 10A-2A-8.05 Terms of directors generally. (a) The terms of the initial directors of a corporation expire at the first stockholders' meeting at which directors are elected. (b) The terms of all other directors expire at the next, or if their terms are staggered in accordance with Section 10A-2A-8.06, at the applicable second or third, annual stockholders' meeting following their election, except to the extent (i) provided in Section 10A-2A-10.22 if a bylaw electing to be governed by that section is in effect, or (ii) a shorter term is specified in the certificate of incorporation in the event of a director nominee failing to receive a specified vote for election. (c) A decrease in the number of directors does not shorten an incumbent director's term. (d) Except as set forth in the next sentence of this subsection, the term of a director elected to fill a vacancy expires at the next stockholders' meeting at which directors are elected. The term of a director elected to fill a...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.05.htm - 1K - Match Info - Similar pages
|