9-10A-15
Section 9-10A-15 Issuance of bonds. Bonds authorized by Section 9-10A-14 shall not be issued
until proposed by order or resolution of the board of directors of the watershed management
authority specifying the purpose for which the funds are to be used and the proposed undertaking,
the amount of bonds to be issued and the rate of interest they are to bear and are approved
by the Director of the state Department of Finance. An authority, with such approval, shall
have power and is authorized from time to time to issue its negotiable bonds. Said bonds may
be issued in one or more series, may bear such date or dates, mature at such time or times
not exceeding 40 years from their respective dates, bear interest at such rate or rates, payable
in such manner, be in such denominations, be in such form, either coupon or registered, be
executed in such manner, be payable in such medium of payment, at such place or places and
be subject to such terms of redemption, with or without premium, be...
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11-95-5
Section 11-95-5 Certificate of incorporation - Amendment procedure. The certificate of incorporation
of any corporation incorporated under the provisions of this chapter may at any time and from
time to time be amended in the manner provided in this section. The board shall first adopt
a resolution proposing an amendment to the certificate of incorporation which shall be set
forth in full in the said resolution and which amendment may include any matters that might
have been included in the original certificate of incorporation. After the adoption by the
board of a resolution proposing an amendment to the certificate of incorporation of the corporation,
the chairman of the board and the secretary of the corporation shall sign and file a written
application in the name of and on behalf of the corporation, under its seal, with the governing
body of each of the authorizing subdivisions, requesting each such governing body to adopt
a resolution approving the proposed amendment, and...
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4-3-45
Section 4-3-45 Board of directors of authority. Each authority shall be governed by a board
of directors of either three, five, or seven members as provided in the certificate of incorporation
or the bylaws. If the sole authorizing subdivision is a county, the county commission of the
county shall elect all directors. If the sole authorizing subdivision is a municipality, the
governing body of such municipality shall elect all directors. The directors initially elected
shall be elected for terms of office of two, four, and six years, respectively, and their
successors shall be elected for terms of six years. If a county and a municipality are both
authorizing subdivisions, the governing body of the municipality shall elect one director
for an initial term of two years if three directors are to be elected, and one director for
an initial term of two years and one director for an initial term of four years if five directors
are to be elected, and one for an initial term of two years and...
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10A-2A-6.20
Section 10A-2A-6.20 Subscription for stock before incorporation. (a) A subscription for stock
entered into before incorporation is irrevocable for six months unless the subscription agreement
provides a longer or shorter period or all the subscribers agree to revocation. (b) The board
of directors may determine the payment terms of subscriptions for stock that were entered
into before incorporation, unless the subscription agreement specifies them. A call for payment
by the board of directors must be uniform so far as practicable as to all stock of the same
class or series, unless the subscription agreement specifies otherwise. (c) Stock issued pursuant
to subscriptions entered into before incorporation are fully paid and nonassessable when the
corporation receives the consideration specified in the subscription agreement. (d) If a subscriber
defaults in payment of cash or property under a subscription agreement entered into before
incorporation, the corporation may collect the amount...
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10A-2A-7.21
Section 10A-2A-7.21 Voting entitlement of stock. (a) Except as provided in subsections (b)
and (d) or unless the certificate of incorporation provides otherwise, each outstanding share
of stock, regardless of class or series, is entitled to one vote on each matter voted on at
a stockholders' meeting. Only stock is entitled to vote. (b) Stock of a corporation is not
entitled to vote if it is owned by or otherwise belongs to the corporation directly, or indirectly
through an entity of which a majority of the voting power is held directly or indirectly by
the corporation or which is otherwise controlled by the corporation. (c) Stock held by the
corporation in a fiduciary capacity for the benefit of any person is entitled to vote unless
it is held for the benefit of, or otherwise belongs to, the corporation directly, or indirectly
through an entity of which a majority of the voting power is held directly or indirectly by
the corporation or which is otherwise controlled by the corporation....
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10A-2A-7.25
Section 10A-2A-7.25 Quorum and voting requirements for voting groups. (a) Stock entitled to
vote as a separate voting group may take action on a matter at a meeting only if a quorum
of those shares of stock exists with respect to that matter. Unless the certificate of incorporation
provides otherwise, stock representing a majority of the votes entitled to be cast on the
matter by the voting group constitutes a quorum of that voting group for action on that matter.
Whenever this chapter requires a particular quorum for a specified action, the certificate
of incorporation may not provide for a lower quorum. (b) Once a share of stock is represented
for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of
the meeting and for any adjournment of that meeting unless a new record date is or must be
fixed for that adjourned meeting. (c) If a quorum exists, action on a matter (other than the
election of directors) by a voting group is approved if the votes cast...
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10A-2A-8.01
Section 10A-2A-8.01 Requirement for and functions of board of directors. (a) Except as may
be provided in an agreement authorized under Section 10A-2A-7.32, each corporation shall have
a board of directors. (b) Except as may be provided in an agreement authorized under Section
10A-2A-7.32, and subject to any limitation in the certificate of incorporation permitted by
Section 10A-2A-2.02(b), all corporate powers shall be exercised by or under the authority
of the board of directors, and the business and affairs of the corporation shall be managed
by or under the direction, and subject to the oversight, of the board of directors. (Act 2019-94,
§1.)...
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10A-2A-8.41
Section 10A-2A-8.41 Functions of officers. Each officer has the authority and shall perform
the functions set forth in the certificate of incorporation or bylaws or, to the extent consistent
with the certificate of incorporation or bylaws, the functions prescribed by the board of
directors or by direction of an officer authorized by the board of directors to prescribe
the functions of other officers. (Act 2019-94, §1.)...
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11-86A-11
Section 11-86A-11 Amendment of articles. (a) The articles of an authority may be amended in
the manner provided in this section. The board of directors shall adopt a resolution proposing
an amendment to the articles. The amendment shall be fully set forth in the resolution and
may include any matters that might have been included in the original articles. (b) After
the adoption by the board of directors of a resolution proposing an amendment to the articles,
the chair and the secretary of the authority shall sign and file with the governing body of
the county of incorporation and of each participating municipality a written application in
the name and on behalf of the authority, under its seal, requesting the county and each participating
municipality to adopt a resolution approving the proposed amendment, and accompanied by a
copy of the resolution adopted by the board of directors proposing the amendment to the articles.
The county and each participating municipality shall therein...
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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...
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