16-47-31
Section 16-47-31 Quorum; majority vote; president pro tempore. Five members of the board of
trustees, exclusive of the ex officio members, shall constitute a quorum. Every member present
shall be required to vote, and a majority of those present shall govern. At their first meeting,
the board shall elect one of its number president pro tempore, who shall preside in the absence
of the Governor and shall hold the position until the next annual or special meeting, when
another president pro tempore shall be elected. (School Code 1927, §551; Code 1940, T. 52,
§494.)...
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33-15-5
Section 33-15-5 Initial meeting of board; expenses of directors; quorum; acquisition by eminent
domain of certain property or rights not authorized. (a) As soon as may be practicable after
completion of the incorporation as provided in Sections 33-15-3 and 33-15-4, the board of
directors shall hold its first meeting at Red Bay, Alabama, elect a chairman, vice-chairman
and secretary-treasurer, set a regular time and place for meetings of the board and attend
to such other matters as may be appropriate. The chairman and vice-chairman shall be elected
from the membership of the board; the secretary-treasurer may, but need not, be elected from
the membership of the board. (b) Directors 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. (c) The quorum necessary for the board of directors to...
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10A-3-2.09
Section 10A-3-2.09 Number and election of directors; terms; removal from office. (a) The number
of directors of a nonprofit corporation shall be not less than three. Subject to this limitation,
the number of directors shall be fixed by the bylaws, except as to the number of the first
board of directors which number shall be fixed by the certificate of formation. The number
of directors may be increased or decreased from time to time by amendment to the bylaws, unless
the certificate of formation provides that a change in the number of directors shall be made
only by amendment of the certificate of formation. No decrease in number shall have the effect
of shortening the term of any incumbent director. In the absence of a bylaw fixing the number
of directors, the number shall be the same as that stated in the certificate of formation.
(b) The directors constituting the first board of directors shall be named in the certificate
of formation and shall hold office until the first annual...
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10A-2-8.03
Section 10A-2-8.03 Number and election of directors. REPEALED IN THE 2019 REGULAR SESSION BY
ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The
number of directors shall be one or more, as specified in or fixed in accordance with the
articles of incorporation or bylaws. (b) If a board of directors has power to fix or change
the number of directors, the board may increase or decrease by 30 percent or less the number
of directors last approved by the shareholders, but only the shareholders may increase or
decrease by more than 30 percent the number of directors last approved by the shareholders.
(c) The articles of incorporation or bylaws may establish a variable range for the size of
the board of directors by fixing a minimum and maximum number of directors. If a variable
range is established, the number of directors may be fixed or changed from time to time, within
the minimum and maximum, by the shareholders, or, if the articles of incorporation...
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10A-2A-8.56
Section 10A-2A-8.56 Indemnification of officers. (a) A corporation may indemnify and advance
expenses under this Division E of this Article 8 to an officer who is a party to a proceeding
because he or she is an officer (1) to the same extent as a director; and (2) if he or she
is an officer but not a director, to such further extent as may be provided by the certificate
of incorporation or the bylaws, or by a resolution adopted or a contract approved by the board
of directors or stockholders, except for (i) liability in connection with a proceeding by
or in the right of the corporation other than for expenses incurred in connection with the
proceeding, or (ii) liability arising out of conduct that constitutes (A) receipt by the officer
of a financial benefit to which he or she is not entitled, (B) an intentional infliction of
harm on the corporation or the stockholders, or (C) an intentional violation of criminal law.
(b) Subsection (a)(2) shall apply to an officer who is also a...
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10A-3-3.04
Section 10A-3-3.04 Organizational meeting of directors - First meeting of members. (a) After
the filing of the certificate of formation, an organizational meeting of the board of directors
named in the certificate of formation shall be held, either within or without Alabama, at
the call of a majority of the directors for the purpose of adopting bylaws, electing officers
and transacting other business as may come before the meeting. The directors calling the meeting
shall give at least three days' notice thereof by mail to each director so named, which notice
shall state the time and place of the meeting. (b) A first meeting of the members may be held
at the call of the directors, or a majority of them, upon at least three days' notice, for
the purposes as shall be stated in the notice of the meeting. (Acts 1984, No. 84-290, p. 502,
§35; §10-3A-64; amended and renumbered by Act 2009-513, p. 967, §183.)...
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11-89-6
Section 11-89-6 Board of directors. Each district shall be governed by a board of directors.
All powers of the district shall be exercised by the board or pursuant to its authorization.
Subject to the provisions of Sections 11-89-3 and 11-89-4, the board shall consist initially
of that number of directors, apportioned among and elected by the authorizing subdivisions,
as shall be specified in the certificate of incorporation of the district. The initial term
of office of each such director shall begin immediately upon his election and shall end at
12:01 A.M. on the fourth anniversary date of the filing for record of the certificate of incorporation
of the district. Thereafter, the term of office of each such director shall be four years;
provided however, each county commission may, if they desire, number the place of each director
and prescribe one-, two-, three-or four-year terms for each place so as to stagger the terms
of office of the directors. If any amendment to the certificate...
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11-99B-5
Section 11-99B-5 Authorization and procedure for amendment of certificate of incorporation.
(a) The certificate of incorporation of any district may at any time and from time to time
be amended in the manner provided in this section. (b)(1) 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, without limitation: a. A change in
the name of the district. b. The addition to the project or projects of the district of a
new project or projects and the proposed location thereof. c. Any matters which might have
been included in the original certificate of incorporation, or any change in any such matters.
(2) If any proposed amendment would add any new county, municipality, or public corporation
as a member of a district, such proposed amendment shall include, in addition: a. Provisions
for election of at least one director by the governing body of each such...
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11-99B-6
Section 11-99B-6 Board of directors. (a) Each district shall be governed by a board of directors.
All powers of the district shall be exercised by the board or pursuant to its authorization.
Subject to the provisions of Sections 11-99B-4 and 11-99B-5, the board shall consist initially
of that number of directors, apportioned among and elected by the authorizing subdivisions,
as shall be specified in the certificate of incorporation of the district. The initial term
of office of each such director shall begin immediately upon his or her election and shall
end at 12:01 A.M. on the fourth anniversary date of the filing for record of the certificate
of incorporation of the district. Thereafter, the term of office of each such director shall
be four years. (b) If any amendment to the certificate of incorporation of the district shall
increase the membership of the board, the board shall thereafter consist of such number of
directors, elected by such governing bodies, as may be specified in...
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5-6A-3
Section 5-6A-3 Meeting of board of directors; bonds of officers and employees of banks. (a)
The board of directors of any bank shall hold regular meetings at such time as may be fixed
by the bylaws, at least once every two months, and shall at all times be subject to call by
the president or by any two members of the board. Notwithstanding contrary provision in the
certificate of incorporation or bylaws of a bank, meetings of the board of directors may be
called by the superintendent and held at any place he requires. (b) The board of directors,
at their first meeting after election, shall fix and prescribe the amount of bond that shall
be required of each officer and employee of the bank, and shall not be less than the amount
that may have been fixed or that may be hereafter fixed by the superintendent for officers
and employees of banks of the class to which it belongs. They shall require bonds, either
individual or in blanket form, from each and every officer and employee handling...
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