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10A-2A-8.10
Section 10A-2A-8.10 Vacancy on board of directors. (a) Unless the certificate of incorporation
provides otherwise, if a vacancy occurs on a board of directors, including a vacancy resulting
from an increase in the number of directors: (1) the stockholders may fill the vacancy; (2)
the board of directors may fill the vacancy; or (3) if the directors remaining in office are
less than a quorum, they may fill the vacancy 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 stockholders, only the holders of stock of that voting group are entitled
to vote to fill the vacancy if it is filled by the stockholders, and only the remaining directors
elected by that voting group, even if less than a quorum, are entitled to fill the vacancy
if it is filled by the directors. (c) A vacancy that will occur at a specific later date (by
reason of a resignation effective at a later date under Section...
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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 REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE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-2A-10.22
Section 10A-2A-10.22 Bylaw provisions relating to the election of directors. (a) Unless the
certificate of incorporation (i) specifically prohibits the adoption of a bylaw pursuant to
this section, (ii) alters the vote specified in Section 10A-2A-7.28(a), or (iii) provides
for cumulative voting, a corporation may elect in its bylaws to be governed in the election
of directors as follows: (1) each vote entitled to be cast may be voted for or against up
to that number of candidates that is equal to the number of directors to be elected, or a
stockholder may indicate an abstention, but without cumulating the votes; (2) to be elected,
a nominee shall have received a plurality of the votes cast by holders of stock entitled to
vote in the election at a meeting at which a quorum is present, provided that a nominee who
is elected but receives more votes against than for election shall serve as a director for
a term that shall terminate on the date that is the earlier of (i) 90 days from the...
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44-1-51
Section 44-1-51 Composition; compensation; records. (a) The Governor shall be the ex officio
Chair of the Youth Services Board. (b) The board shall be composed of 18 voting members, five
of whom shall be the Commissioner of the State Department of Human Resources, the State Superintendent
of Education, the Commissioner of Mental Health, the State Health Officer, and the Director
of the Alabama Law Enforcement Planning Agency, each of whom may delegate his or her vote
to an agent or employee by written notification 10 days prior to a meeting of the board. (c)
The chair, vice chair, and secretary of the board shall be elected by the members thereof.
The chair shall vote only in the case of a tie. (d) The Speaker of the Alabama House of Representatives
shall appoint two members to be selected from the membership of the House and the Presiding
Officer of the Alabama Senate shall appoint two members to be selected from the membership
of the Senate. The President of the Alabama Council of...
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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....
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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, ยง118; Acts...
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10A-20-7.07
Section 10A-20-7.07 Directors and officers. (a) The business and affairs of the corporation
shall be managed and conducted by a board of directors, a president, a vice-president, a secretary,
a treasurer, and other officers and agents as the corporation by its bylaws shall authorize.
The board of directors shall consist of a number not less than 15 nor more than 21, as shall
be determined in the first instance by the incorporators and thereafter annually by the members
and the stockholders of the corporation. The board of directors may exercise all the powers
of the corporation except such as are conferred by law or by the bylaws of the corporation
upon the stockholders or members and shall choose, or appoint, all the agents and officers
of the corporation and fill all vacancies except vacancies in the office of a director, which
shall be filled as provided in this section. The board of directors shall be elected in the
first instance by the incorporators and thereafter at the annual...
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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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10A-2A-8.25
Section 10A-2A-8.25 Committees of the board. (a) Unless this chapter, the certificate of incorporation,
or the bylaws provide otherwise, a board of directors may establish one or more board committees
composed exclusively of one or more directors to perform functions of the board of directors.
(b) The establishment of a board committee and appointment of members to it shall be approved
by the greater of (i) a majority of all the directors in office when the action is taken or
(ii) the number of directors required by the certificate of incorporation or bylaws to take
action under Section 10A-2A-8.24, unless, in either case, this chapter or the certificate
of incorporation provides otherwise. (c) Section 10A-2A-8.20 through Section 10A-2A-8.24 apply
to board committees and their members. (d) A board committee may exercise the powers of the
board of directors under Section 10A-2A-8.01, to the extent specified by the board of directors
or in the certificate of incorporation or bylaws,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-8.25.htm - 2K - Match Info - Similar pages
2-10-60
Section 2-10-60 Selection of directors; contracts with association; vacancies. The affairs
of an association shall be managed by a board of not less than five directors, elected by
the members or stockholders from their own number. The bylaws may provide that the territory
in which the association has members shall be divided into districts and that the directors
shall be elected according to such districts. In such case, the bylaws shall specify the number
of directors to be elected by each district and the manner and method of reapportioning the
directors and redistricting the territory covered by the association. The bylaws may provide
that primary elections shall be held in each district to elect the directors apportioned to
such districts and the results of all such primary elections must be ratified by the next
regular meeting of the association. The bylaws may provide that one or more directors may
be appointed by the Commissioner of Agriculture and Industries, the President of...
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