37-13-5
Section 37-13-5 Board of directors of authority. Each authority shall be governed by a board
of directors composed of the number of directors provided in its certificate of incorporation,
all of whom shall be selected in accordance with the provisions of this section. If there
is to be only one authorizing subdivision (whether a county, city or town), the governing
body of the authorizing subdivision shall elect all the directors. If there is to be more
than one authorizing subdivision, the respective governing bodies of the authorizing subdivisions
shall each elect the same number of directors; and one additional director shall be elected
jointly by the governing bodies of all the authorizing subdivisions. Each director shall be
a resident of the authorizing subdivision by whose governing body he was elected, except that
the said additional director need only be a resident of the county in which is located the
principal office of the authority, as specified in its certificate of...
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45-37-170.25
Section 45-37-170.25 Meetings; officers; compensation; quorum. (a) As soon as may be practicable
after completion of the incorporation, the board of directors shall hold their first meeting,
elect a chair, a vice chair, secretary, and treasurer of the board, set a regular time and
place for meetings of the board, and attend to such other matters as may be appropriate. (b)
Directors, unless otherwise authorized by resolution adopted by a majority of the governing
bodies of Jefferson County and the City of Birmingham, shall serve without compensation, except
reimbursement for actual traveling expenses and other necessary expenses incurred in the performance
of their official duties, such expenses to be reimbursed from such funds as may be available
to the authority. No director shall be legally liable for actions taken by, or as a member
of, the board, except to the authority. (c) The quorum necessary for the board of directors
to hold valid meetings and to take valid action or transact...
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10A-2-6.30
Section 10A-2-6.30 Shareholders' preemptive rights. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The
shareholders of a corporation have a preemptive right to acquire the corporation's unissued
shares except to the extent the articles of incorporation otherwise provide. (b) The following
principles govern a shareholder's preemptive rights under this section, except to the extent
the articles of incorporation expressly provide otherwise: (1) The shareholders of the corporation
have a preemptive right, granted on uniform terms and conditions prescribed by the board of
directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional
amounts of the corporation's unissued shares upon the decision of the board of directors to
issue them. (2) A shareholder may waive his or her preemptive right. A waiver evidenced by
a writing is irrevocable even though it is not supported by...
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10A-2-8.10
Section 10A-2-8.10 Vacancy on board. 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, if a vacancy occurs on a board of directors: (1) The shareholders may fill
the vacancy, whether resulting from an increase in the number of directors or otherwise; or
(2) The board of directors may fill the vacancy, except that the directors shall have the
power to fill a vacancy resulting from an increase in the number of directors only if expressly
provided for in the articles of incorporation; or (3) If the directors remaining in office
constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that
the directors are authorized to fill, by the affirmative vote of a majority of all the directors
remaining in office. (b) If the vacant office was held by a director elected by a voting group
of shareholders, only the holders of shares of that...
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10A-30-2.10
Section 10A-30-2.10 Appointment of a provisional director in certain cases; applicable to corporations
formed as close corporations or electing close corporation status prior to January, 1 1995.
(a) Notwithstanding any contrary provision of the governing documents or agreement of the
shareholders, the circuit court of the county in which the registered office of the corporation
is located may appoint a provisional director for a close corporation if the directors are
so divided respecting the management of the corporation's business and affairs that the votes
required for action by the board of directors cannot be obtained with the consequence that
the business and affairs of the corporation can no longer be conducted to the advantage of
the shareholders generally. (b) An application for relief under this section must be filed
(1) by at least one-half of the number of directors then in office, or (2) by the holders
of at least one-third of all shares then entitled to elect directors,...
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16-18B-9
Section 16-18B-9 Bonds - Redemption. The bonds of each series issued pursuant to this article
may be issued as serial bonds payable in annual installments or as term bonds or as a combination
thereof, and the principal of the bonds of each such series shall mature or be subject to
mandatory redemption according to such schedule as the board of directors of said corporation
shall determine in the resolution authorizing the issuance of such series. The bonds may be
made subject to redemption prior to their respective maturities, at the option of the state,
on such terms and conditions as shall be provided by the board of directors of the corporation
in the resolution authorizing the issuance of such series. Any or all of such bonds subject
to redemption at the option of the state may be called for redemption by the corporation pursuant
to a resolution adopted by the board of directors thereof if pursuant to appropriations theretofore
made by the Legislature the moneys required for such...
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2-3A-31
Section 2-3A-31 Issuance and redemption. The bonds of each series issued pursuant to this article
may be issued as serial bonds payable in annual installments or as term bonds or as a combination
thereof, and the principal of the bonds of each such series shall mature or be subject to
mandatory redemption according to such schedule as the board of directors of said authority
shall determine in the resolution authorizing the issuance of such series. Provided, however,
no bonds shall be sold nor counsel or other professional hired or retained by the authority
prior to February 1, 1999. Such bonds may be made subject to redemption prior to their respective
maturities, at the option of the state, on such terms and conditions as shall be provided
by the board of directors of said authority in the resolution authorizing the issuance of
such series. Any or all of such bonds subject to redemption at the option of the state may
be called for redemption by the authority pursuant to a resolution...
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2-3A-51
Section 2-3A-51 Issuance and redemption. The bonds of each series issued pursuant to this article
may be issued as serial bonds payable in annual installments or as term bonds or as a combination
thereof, and the principal of the bonds of each such series shall mature or be subject to
mandatory redemption according to such schedule as the board of directors of said authority
shall determine in the resolution authorizing the issuance of such series. Such bonds may
be made subject to redemption prior to their respective maturities, at the option of the state,
on such terms and conditions as shall be provided by the board of directors of said authority
in the resolution authorizing the issuance of such series. Any or all of such bonds subject
to redemption at the option of the state may be called for redemption by the authority pursuant
to a resolution adopted by the board of directors thereof if pursuant to appropriations theretofore
made by the Legislature, the moneys required for such...
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45-29-90.03
Section 45-29-90.03 Certificate of incorporation. (a) To become a corporation, the persons
who are designated to become members of the initial board of directors of the authority, as
provided in Section 45-29-90.02, shall present to the Judge of Probate of Fayette County,
a certificate of incorporation signed by them which shall contain all of the following: (1)
The name and official residence of each of the persons. (2) The term of office of each of
the persons as such directors. (3) The name of the proposed corporation which shall be the
Tom Bevill Reservoir Management Area Authority. (4) A concise legal description of the areas
included in the Tom Bevill Reservoir Management Area. (5) The location of the principal office
of the proposed corporation which shall be in Fayette County. (6) Any other matter relating
to the incorporation that the persons may choose to insert and which is not inconsistent with
this article or the laws of the State of Alabama. (b) The certificate of...
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10A-2-8.04
Section 10A-2-8.04 Election of directors by certain classes of shareholders. REPEALED IN THE
2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT
CODE SUPPLEMENT. If the articles of incorporation authorize dividing the shares into classes,
the articles may also authorize the election of all or a specified number of directors by
the holders of one or more authorized classes of shares. A class, or classes, of shares entitled
to elect one or more directors is a separate voting group for purposes of the election of
directors. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.04; amended and renumbered by Act
2009-513, p. 967, §116.)...
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