5-7A-3
Section 5-7A-3 Certificate of proceedings to be forwarded to Superintendent of Banks. A certificate
of all the proceedings, including a copy of the pertinent portion of the minutes of the meeting
of the board of directors at which the resolution under Section 5-7A-2 was passed, the notice
which was given to each stockholder and a copy of the minutes of the stockholders' meeting,
shall be made and certified to by the president and cashier of the institution under the seal
thereof and acknowledged before a notary public as deeds are required to be acknowledged by
a corporation and forwarded to the superintendent for his certificate of approval. (Acts 1980,
No. 80-658, §5-7-3.)...
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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...
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10A-2A-2.06
Section 10A-2A-2.06 Emergency bylaws. (a) Unless the certificate of incorporation provides
otherwise, the board of directors 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 stockholders,
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 not inconsistent 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 the emergency bylaws: (1) binds the corporation;
and (2) may not be used to impose liability on a director, officer, employee, or agent of
the corporation. (d) An emergency exists for purposes of this...
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10A-2A-8.60
Section 10A-2A-8.60 Interested directors; quorum. (a) No contract or transaction between a
corporation and one or more of its directors or officers, or between a corporation and any
other corporation, partnership, association, or other entity in which one or more of its directors
or officers, are directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at or participates
in the meeting of the board of directors or committee which authorizes the contract or transaction,
or solely because the director's or officer's votes are counted for that purpose, if: (1)
The material facts as to the director's or officer's relationship or interest and as to the
contract or transaction are disclosed or are known to the board of directors or the committee,
and the board or committee in good faith authorizes the contract or transaction by the affirmative
votes of a majority of the qualified directors,...
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10A-2A-9.12
Section 10A-2A-9.12 Action on a plan of conversion. In the case of a conversion of a corporation
the plan of conversion shall be adopted in the following manner: (a) The plan of conversion
shall first be adopted by the board of directors. (b) The plan of conversion shall then be
approved by the stockholders. In submitting the plan of conversion to the stockholders for
their approval, the board of directors must recommend that the stockholders approve the plan,
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 10A-2A-8.26
applies. If either (i) or (ii) applies, the board of directors shall inform the stockholders
of the basis for its so proceeding. (c) The board of directors may set conditions for approval
of the plan of conversion by the stockholders or the effectiveness of the plan of conversion.
(d) If the approval of the stockholders is to be given at a...
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11-86A-9
Section 11-86A-9 Powers of authority vested in board of directors; officers and directors of
authority; proceedings of board of directors to be reduced to writing and signed by two directors;
admissibility of evidence of proceedings of board of directors; adoption of bylaws; notice
of meetings; attendance at meetings; qualifications. (a) All powers of an authority shall
be vested in its board of directors. (b) The initial board of directors of an authority shall
be specified in the articles, or as provided in Section 11-86A-6. (c) Each authority shall
be composed of a chair, vice chair, secretary, and treasurer elected by the board of directors.
The offices of secretary and treasurer may be held by the same person. A majority of the directors
shall constitute a quorum for the transaction of business. The officers and directors shall
serve for the terms provided for in the articles. A director may not receive any salary for
service rendered or for any duty performed as a director. The...
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27-27-23
Section 27-27-23 Directors of domestic insurers - Number; election; qualifications. (a) The
affairs of every domestic insurer shall be managed by not less than three directors, and at
least one-third of the directors shall be bona fide residents of this state. (b) Directors
must be elected by the members or stockholders of a domestic insurer at the annual meeting
of stockholders or members. Directors may be elected for terms of not more than five years
each and until their successors are elected and have qualified, and if to be elected for terms
of more than one year, the insurer's bylaws shall provide for a staggered-term system under
which the terms of a proportionate part of the members of the board of directors will expire
on the date of each annual meeting of stockholders or members. (c) If so provided in the insurer's
bylaws, a director of a stock insurer shall be a stockholder thereof and a director of a mutual
insurer shall be a policyholder thereof. (Acts 1971, No. 407, p....
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27-30-30
Section 27-30-30 Directors or trustees. (a) The affairs of every domestic mutual aid association
shall be governed by a board of directors or board of trustees consisting of not less than
seven members, each of whom must be a member or stockholder of the corporation. (b) Directors
shall be elected by the members or stockholders of the association at the annual meeting of
stockholders or members. Directors may be elected for terms of not less than one nor more
than five years each and until their successors are elected and have qualified, as provided
in the association's bylaws. If to be elected for terms of more than one year, the bylaws
shall provide for a staggered term system under which the terms of a proportionate part of
the members of the board will expire on the date of each annual meeting of members or stockholders.
(c) A majority of the directors or trustees must at all times be residents of this state.
(Code 1940, T. 28, §§251, 256, 258; Acts 1971, No. 407, p. 707, §588.)...
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45-17-90.02
Section 45-17-90.02 Board of directors; meetings; compensation. (a) The 24 members of the authority
shall constitute the board of directors of the authority. The authority shall hold an organizational
meeting within 30 days after the appointment of all its members and shall elect a chair, vice
chair, and treasurer from among its members. (b) Terms of office and the duties and responsibilities
of the officers shall be set forth in the bylaws of the authority. The board of directors
shall oversee the affairs and management of the authority. (c) The authority shall meet at
the time and place designated by the chair of the board or, in the absence of the chair, by
the vice chair. The chair or a majority of the members of the board may call a meeting of
the authority, and at least four meetings shall be held annually. The chair shall preside
at each meeting of the authority. In the absence of the chair, the vice chair shall preside.
A majority of the members of the authority shall...
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45-39-92.02
Section 45-39-92.02 Board of directors; meetings; compensation. (a) The 24 members of the authority
shall constitute the board of directors of the authority. The authority shall hold an organizational
meeting within 30 days after the appointment of all its members and shall elect a chair, vice
chair, and treasurer from among its members. (b) Terms of office and the duties and responsibilities
of the officers shall be set forth in the bylaws of the authority. The board of directors
shall oversee the affairs and management of the authority. (c) The authority shall meet at
the time and place designated by the chair of the board or, in the absence of the chair, by
the vice chair. The chair, or a majority of the members of the board, may call a meeting of
the authority, and at least four meetings shall be held annually. The chair shall preside
at each meeting of the authority. In the absence of the chair, the vice chair shall preside.
A majority of the members of the authority shall...
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