11-86A-10
Section 11-86A-10 Members of the board of directors; terms; meetings; removal from office. (a) Except as provided in Section 11-86A-6, the board of directors shall be composed of the number of directors provided for in the articles, appointed as provided in the articles for the terms designated therein. (b) All directors shall serve until their successors are appointed or until they cease to be qualified. Vacancies on the board of directors shall be filled as provided for in the articles, but any person appointed to fill a vacancy shall serve only for the unexpired portion of the term. In the event any uncertainty arises as to the terms of office of a director, the governing body or person authorized to appoint a director to the board of directors may clarify the term by adoption of an appropriate resolution or by execution of an appropriate certificate. (c) A majority of the directors shall constitute a quorum for the transaction of business, but any meeting of the board of directors...
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11-92A-10
Section 11-92A-10 Directors. (a) Except as provided in Section 11-92A-5, the board of directors shall be composed of the number of directors provided for in the articles, appointed as provided in the articles for the terms designated therein. (b) All directors shall serve until their successors are duly appointed or until they cease to be qualified. Vacancies on the board of directors shall be filled as provided for in the articles, but any person appointed to fill a vacancy shall serve only for the unexpired portion of the term. In the event any uncertainty arises as to the terms of office of the directors, the governing body or person authorized to appoint such directors to the board of directors may clarify such term by adoption of an appropriate resolution or by execution of an appropriate certificate, and such term of office shall be as so clarified. (c) A majority of the directors shall constitute a quorum for the transaction of business, but any meeting of the board of directors...
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10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal rights, and to obtain payment of the fair value of that stockholder's stock, in the event of any of the following corporate actions: (1) consummation of a merger to which the corporation is a party (i) if the corporation is a subsidiary and the merger is governed by Section 10A-2A-11.05 or (ii) if stockholder approval is required for the merger by Section 10A-2A-11.04, or would be required but for the provisions of Section 10A-2A-11.04(j), except that appraisal rights shall not be available to any stockholder of the corporation with respect to stock of any class or series that remain outstanding after consummation of the merger; (2) consummation of a stock exchange to which the corporation is a party the stock of which will be acquired, except that appraisal rights shall not be available to any stockholder of the corporation with respect to any class or series of stock of the corporation that is not...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.02.htm - 7K - Match Info - Similar pages
11-92B-7
Section 11-92B-7 Board of directors. (a) The authority shall operate under the direction of a board of directors which shall consist of voting members selected as follows: (1) One member appointed by the Governor. (2) Five members appointed by the governing body of each municipality whose corporate limits lie in whole or in part within the operational area of the authority. (3) Five members appointed by the governing body of the county of incorporation. (b) A vacancy occurring on the board for any reason shall be filled within 30 days of the vacancy by the appointing authority making the initial appointment. If the appointing authority that made the initial appointment does not fill the vacancy within 30 days, the remaining appointing authorities shall make the appointment. (c) Initial appointments to the board shall be made within 30 days following the effective date of the incorporation. The Governor's initial appointee shall serve a three-year term. Each governing body of a...
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11-50A-6
Section 11-50A-6 Board of directors; election committee; meetings; officers; compensation; recordkeeping. (a) The board of directors of the authority shall be elected by the duly designated representatives of the municipalities which are authorized and directed to designate a member of the election committee as hereinafter provided in this section. Until the first meeting of the board of directors following the meeting in 2015 of the election committee hereinafter provided for, the board of directors shall consist of nine members; thereafter, the board shall consist of the number of members equal to the number of municipalities contracting with the authority for the purchase of electric power and energy pursuant to Section 11-50A-17, which are authorized and directed to designate a member of the election committee. Members of the board of directors shall be eligible to succeed themselves. The business, affairs, and property of the authority shall be managed by its board of directors....
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-50A-6.htm - 18K - Match Info - Similar pages
10A-2A-1.40
Section 10A-2A-1.40 Chapter definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless otherwise specified or unless the context otherwise requires, the following terms have the following meanings: (1) AUTHORIZED STOCK means the stock of all classes and series a corporation or foreign corporation is authorized to issue. (2) BENEFICIAL STOCKHOLDER means a person who owns the beneficial interest in stock, which is either a record stockholder or a person on whose behalf shares of stock are registered in the name of an intermediary or nominee. (3) CERTIFICATE OF INCORPORATION means the certificate of incorporation described in Section 10A-2A-2.02, all amendments to the certificate of incorporation, and any other documents permitted or required to be delivered for filing by a corporation with the Secretary of State under this chapter or Chapter 1 that modify, amend, supplement, restate, or replace the certificate of incorporation. After an amendment of the certificate...
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45-8-90
Section 45-8-90 Economic Development Council - Creation; composition; powers and duties. (a)(1) For the purposes of promoting industry and trade and economic development and to assist Calhoun County and the municipalities located therein in their pursuits therefor and to provide for the exercise by the county and the municipalities of certain powers and authority proposed to be granted to them by an amendment to the Constitution of Alabama, the act proposing such amendment being adopted at the same session of the Legislature at which the act adding this section was adopted, there is hereby created an economic development council for Calhoun County, which council shall constitute a public corporation under the name Calhoun County Economic Development Council. (2) This section shall be liberally construed in conformity with the purposes. (b)(1) The powers and authorities of the Calhoun County Economic Development Council shall be vested in and performed by a board of directors. (2) The...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-8-90.htm - 12K - Match Info - Similar pages
10A-2A-8.21
Section 10A-2A-8.21 Action without meeting. (a) Except to the extent that the certificate of incorporation or bylaws require that action by the board of directors be taken at a meeting, action required or permitted by this chapter to be taken by the board of directors may be taken without a meeting if each director signs a consent describing the action to be taken and delivers it to the corporation. (b) Action taken under this section is the act of the board of directors when one or more consents signed by all the directors are delivered to the corporation. The consent may specify a later time as the time at which the action taken is to be effective. A director's consent may be withdrawn by a revocation signed by the director and delivered to the corporation before delivery to the corporation of unrevoked written consents signed by all the directors. (c) A consent signed under this section has the effect of action taken at a meeting of the board of directors and may be described as...
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10A-2A-7.07
Section 10A-2A-7.07 Record date for meeting. (a) The certificate of incorporation or bylaws may fix or provide the manner of fixing the record date or dates for one or more voting groups to determine the stockholders entitled to notice of a stockholders' meeting, to demand a special meeting, to vote, or to take any other action. If the certificate of incorporation or bylaws do not fix or provide for fixing a record date, the board of directors may fix 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 stockholders and may not be retroactive. (c) A determination of stockholders entitled to notice of or to vote at a stockholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date or dates, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. (d) If a court orders a...
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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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