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10A-2A-1.45
Section 10A-2A-1.45 Definitions. In this article: (1) "Corporate action" means any
action taken by or on behalf of the corporation, including any action taken by the incorporator,
the board of directors, a committee of the board of directors, an officer or agent of the
corporation or the stockholders. (2) "Date of the defective corporate action" means
the date (or the approximate date, if the exact date is unknown) the defective corporate action
was purported to have been taken. (3) "Defective corporate action" means (i) any
corporate action purportedly taken that is, and at the time such corporate action was purportedly
taken would have been, within the power of the corporation, but is void or voidable due to
a failure of authorization, and (ii) an overissue. (4) "Failure of authorization"
means the failure to authorize, approve, or otherwise effect a corporate action in compliance
with the provisions of this chapter, the certificate of incorporation or bylaws, a corporate
resolution,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-1.45.htm - 3K - Match Info - Similar pages
10A-2A-10.03
Section 10A-2A-10.03 Amendment by board of directors and stockholders. If a corporation has
issued stock, an amendment to the certificate of incorporation shall be adopted in the following
manner: (a) The proposed amendment shall first be adopted by the board of directors. (b) Except
as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment shall
then be approved by the stockholders. In submitting the proposed amendment to the stockholders
for approval, the board of directors shall recommend that the stockholders approve the amendment,
unless (i) the board of directors makes a determination that because of conflicts of interest
or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26
applies. If either (i) or (ii) applies, the board of directors must inform the stockholders
of the basis for its so proceeding. (c) The board of directors may set conditions for the
approval of the amendment by the stockholders or the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-10.03.htm - 3K - Match Info - Similar pages
10A-2A-2.04
Section 10A-2A-2.04 Organization of corporation. (a) After incorporation: (1) if initial directors
are named in the certificate of incorporation, the initial directors shall hold an organizational
meeting, at the call of a majority of the directors, to complete the organization of the corporation
by appointing officers, adopting bylaws, and carrying on any other business brought before
the meeting; or (2) if initial directors are not named in the certificate of incorporation,
the incorporator or incorporators shall hold an organizational meeting at the call of a majority
of the incorporators: (i) to elect initial directors and complete the organization of the
corporation; or (ii) to elect a board of directors who shall complete the organization of
the corporation. (b) Action required or permitted by this chapter to be taken by incorporators
at an organizational meeting may be taken without a meeting if the action taken is evidenced
by one or more written consents describing the action...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-2.04.htm - 1K - Match Info - Similar pages
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...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-8.10.htm - 1K - Match Info - Similar pages
10A-2A-7.05
Section 10A-2A-7.05 Notice of meeting. (a) A corporation shall notify stockholders of the place,
if any, date, and time of each annual and special stockholders' meeting no fewer than 10 nor
more than 60 days before the meeting date. If the board of directors has authorized participation
by means of remote communication pursuant to Section 10A-2A-7.09 for holders of any class
or series of stock, the notice to the holders of that class or series of stock must describe
the means of remote communication to be used. The notice must include the record date for
determining the stockholders entitled to vote at the meeting, if that date is different from
the record date for determining stockholders entitled to notice of the meeting. Unless this
chapter or the certificate of incorporation requires otherwise, the corporation is required
to give notice only to stockholders entitled to vote at the meeting as of the record date
for determining the stockholders entitled to notice of the meeting. (b)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-7.05.htm - 2K - Match Info - Similar pages
11-88-5.1
Section 11-88-5.1 Ratification of amendment. Any action heretofore taken and approved by a
majority vote of the board of directors of any water, sewer, or fire protection authority,
and found and determined to be true by the governing body of each county in which any part
of the said authority's then existing service area lies, providing for an amendment to the
authority's certificate of incorporation increasing the number of members of said authority's
board of directors, is hereby authorized, ratified, and confirmed regardless of any defects,
mistakes, errors, or ambiguities in the authorization thereof or in the provisions of law
respecting amendments to certificates of incorporation of water, sewer, and fire protection
authorities. (Acts 1991, No. 91-599, p. 1102, §3.)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-88-5.1.htm - 1K - Match Info - Similar pages
11-61A-7
Section 11-61A-7 Board of directors. (a) The authority shall be governed by a board of directors
of seven members. The board shall be elected by the governing body of the municipality. Each
member of the board shall be a qualified elector of the municipality. No elected official
of the state, of a county, or a municipality shall, while holding office, be eligible to serve
as a director. The directorships shall be numbered one to seven, inclusive. The initial term
for directorships one and two shall be two years. The initial term for directorships three
and four shall be three years. The initial term for directorships five, six, and seven shall
be four years. The initial terms shall commence April 1, 1994. All subsequent terms of directorships
shall be for four years. (b) If a directorship is vacant, a successor shall be elected by
the governing body to serve the remainder of the unexpired term. Directors shall be eligible
for reelection. (c) A majority of the members of the board of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-61A-7.htm - 3K - Match Info - Similar pages
2-10-58
Section 2-10-58 Provisions of bylaws. Each association incorporated under this article shall,
within 30 days after its incorporation, adopt for its government and management bylaws not
inconsistent with the powers granted by this article. A majority vote of the members or stockholders
or their written assent is necessary to adopt such bylaws. Each association, under its bylaws,
may also provide for any or all of the following matters: (1) The time, place and manner of
calling and conducting its meetings; (2) The number of stockholders or members constituting
a quorum; (3) The right of members or stockholders to vote by proxy or by mail or by both
and the conditions, manner, form and effects of such votes; (4) The number of directors constituting
a quorum; (5) The qualification, compensation, duties and term of office of directors and
officers, the time of their election and the mode and manner of giving notice thereof; (6)
Penalties for violations of the bylaws; (7) The amount of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/2-10-58.htm - 3K - Match Info - Similar pages
11-32-5
Section 11-32-5 Certificate of incorporation - Amendment. (a) The certificate of incorporation
of any authority incorporated under or governed by this chapter may 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 resolution and
which amendment may include any matters which might have been included in the original certificate
of incorporation. (b) After the adoption by the board of a resolution proposing an amendment
to the certificate of incorporation of the authority, the chair of the board or executive
director of the authority and the secretary of the authority shall sign and file a written
application in the name of and on behalf of the authority, under its seal, with the governing
body of the authorizing county and with the governing body of the principal municipality,
requesting each governing body to adopt a resolution approving the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-32-5.htm - 3K - Match Info - Similar pages
2-10-94
Section 2-10-94 Board of directors. The affairs of an association incorporated under this article
shall be conducted, controlled and managed by a board of directors of such number, not to
be less than five, and with such terms of office as may be provided by the bylaws. The said
directors shall be elected by the members or stockholders of the association from their own
number. When a vacancy on the board of directors occurs other than by expiration of term,
the remaining members of the board by a majority vote shall fill the vacancy until the next
regular meeting of the members of the association. An association may provide a fair remuneration
for the time actually spent by its officers and directors in its service. No director, during
his term of office, shall be a party to a contract for profit with the association differing
in any way from the business relations accorded regular members or holders of stock of the
association. (Acts 1935, No. 220, p. 604; Code 1940, T. 2, §118; Acts...
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