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10A-3-2.06
Section 10A-3-2.06 Quorum of members. The bylaws may provide the number or percentage of members
entitled to vote represented in person or by proxy, or the number or percentage of votes represented
in person or by proxy, which shall constitute a quorum at a meeting of members. In the absence
of any provision, members holding one-tenth of the votes entitled to be cast on the matter
to be voted upon, represented in person or by proxy, shall constitute a quorum. A majority
of the votes entitled to be cast on a matter to be voted upon by the members present or represented
by proxy at a meeting at which a quorum is present shall be necessary for any action to be
taken unless a greater proportion is required by this title or this chapter or by the nonprofit
corporation's governing documents. (Acts 1984, No. 84-290, p. 502, §17; §10-3A-32; amended
and renumbered by Act 2009-513, p. 967, §171.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-3-2.06.htm - 1K - Match Info - Similar pages
10A-2A-7.28
Section 10A-2A-7.28 Voting for directors; cumulative voting. (a) Unless otherwise provided
in the certificate of incorporation, directors are elected by a plurality of the votes cast
by the stock entitled to vote in the election at a meeting at which a quorum is present. (b)
Stockholders do not have a right to cumulate their votes for directors unless the certificate
of incorporation so provides. (c) A statement included in the certificate of incorporation
that "[all] [a designated voting group of] stockholders are entitled to cumulate their
votes for directors" (or words of similar import) means that the stockholders designated
are entitled to multiply the number of votes they are entitled to cast by the number of directors
for whom they are entitled to vote and cast the product for a single candidate or distribute
the product among two or more candidates. (d) Stock otherwise entitled to vote cumulatively
may not be voted cumulatively at a particular meeting unless: (1) the meeting...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.28.htm - 1K - Match Info - Similar pages
11-15-6
Section 11-15-6 Directors and officers; records of proceedings. The corporation shall have
a board of directors which shall be composed of the number of directors provided in the certificate
of incorporation. All powers of the corporation shall be exercised by the board or pursuant
to its authority. The directors shall be residents of the county and shall be elected by the
governing body for staggered terms of office as follows: The first term of one third of the
directors shall be two years, of another one third shall be for four years and of the remaining
one third shall be six years and, thereafter, the term of office of each director shall be
six years. If any director resigns or dies or becomes incapable of acting as a director or
ceases to reside in the county, the governing body may elect a successor to serve for the
unexpired period of his term. Directors shall be eligible for reelection by the governing
body to succeed themselves in office. No director shall be an officer of...
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11-56-6
Section 11-56-6 Board of directors; record of proceedings of board. The corporation shall have
a board of directors composed of the number of directors provided in the certificate of incorporation.
All powers of the corporation shall be exercised by the board or pursuant to its authorization.
The directors shall be residents of the municipality and shall be elected by the governing
body for staggered terms of office as follows: The first term of one third of the directors
shall be two years; of another one third, four years; and of the remaining one third, six
years. Thereafter the term of office of each director shall be six years. If any director
resigns, dies, becomes incapable of acting as a director or ceases to reside in the municipality,
the governing body shall elect a successor to serve for the unexpired period of his term.
Directors shall be eligible for reelection by the governing body to succeed themselves in
office. No director shall be an officer of the state or the...
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11-57-6
Section 11-57-6 Board of directors; record of proceedings of board. The authority shall have
a board of directors composed of the number of directors provided in the certificate of incorporation.
All powers of the authority shall be exercised by the board or pursuant to its authorization.
The directors shall be residents of the municipality and shall be elected by the governing
body for staggered terms of office as follows: The first term of one third of the directors
shall be two years; the first term of the second one third of the directors shall be four
years and the first term of the remaining one third of the directors shall be six years. Upon
the expiration of the initial term of each director, each subsequent term shall be six years.
If any director resigns, dies, becomes incapable of acting as a director, or ceases to reside
in the municipality, the governing body shall elect a successor to serve for the unexpired
portion of his term of office. Directors shall be eligible to...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-57-6.htm - 2K - Match Info - Similar pages
10A-2-7.25
Section 10A-2-7.25 Quorum and voting requirements for voting groups. REPEALED IN THE 2019 REGULAR
SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT.
(a) Shares entitled to vote as a separate voting group may take action on a matter at a meeting
only if a quorum of those shares exists with respect to that matter. Unless the articles of
incorporation or this chapter provide otherwise, 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, but in no event shall a quorum consist of less than one-third of the votes entitled
to be cast on the matter by the voting group. (b) Once a share is represented for any purpose
at a meeting, it is, unless established to the contrary, presumed present for quorum purposes
for the remainder of the meeting. (c) If a quorum is present when a vote is taken, action
on a matter, other than the election of directors, by a voting...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-7.25.htm - 2K - Match Info - Similar pages
10A-2A-7.09
Section 10A-2A-7.09 Remote participation in stockholders' meetings; meetings held solely by
remote participation. (a) Stockholders of any class or series of stock may participate in
any meeting of stockholders by means of remote communication to the extent the board of directors
authorizes participation for that class or series. Participation as a stockholder by means
of remote communication shall be subject to guidelines and procedures as the board of directors
adopts, and shall be in conformity with subsection (b). (b) Stockholders participating in
a stockholders' meeting by means of remote communication shall be deemed present and may vote
at that meeting if the corporation has implemented reasonable measures: (1) to verify that
each person participating remotely as a stockholder is a stockholder; and (2) to provide stockholders
participating remotely a reasonable opportunity to participate in the meeting and to vote
on matters submitted to the stockholders, including an opportunity...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.09.htm - 1K - Match Info - Similar pages
10A-2A-13.40
Section 10A-2A-13.40 Other remedies limited. (a) The legality of a proposed or completed corporate
action described in Section 10A-2A-13.02(a) may not be contested, nor may the corporate action
be enjoined, set aside or rescinded, in a legal or equitable proceeding by a stockholder after
the stockholders have approved the corporate action. (b) Subsection (a) does not apply to
a corporate action that: (1) was not authorized and approved in accordance with the applicable
provisions of: (i) Article 9, 10, 11, or 12 of this chapter or Article 8 of Chapter 1; (ii)
the certificate of incorporation or bylaws; or (iii) the resolution of the board of directors
authorizing the corporate action; (2) was procured as a result of fraud, a material misrepresentation,
or an omission of a material fact necessary to make statements made, in light of the circumstances
in which they were made, not misleading; (3) is an interested transaction, unless it has been
recommended by the board of directors in the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-13.40.htm - 2K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-37-170.25.htm - 1K - Match Info - Similar pages
10A-2A-8.05
Section 10A-2A-8.05 Terms of directors generally. (a) The terms of the initial directors of
a corporation expire at the first stockholders' meeting at which directors are elected. (b)
The terms of all other directors expire at the next, or if their terms are staggered in accordance
with Section 10A-2A-8.06, at the applicable second or third, annual stockholders' meeting
following their election, except to the extent (i) provided in Section 10A-2A-10.22 if a bylaw
electing to be governed by that section is in effect, or (ii) a shorter term is specified
in the certificate of incorporation in the event of a director nominee failing to receive
a specified vote for election. (c) A decrease in the number of directors does not shorten
an incumbent director's term. (d) Except as set forth in the next sentence of this subsection,
the term of a director elected to fill a vacancy expires at the next stockholders' meeting
at which directors are elected. The term of a director elected to fill a...
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