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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-3-2.21
Section 10A-3-2.21 Officers. (a) The officers of a nonprofit corporation shall consist of a
president, one or more vice-presidents, a secretary, a treasurer and other officers and assistant
officers as may be deemed necessary, each of whom shall be elected or appointed at such time,
in the manner and for the terms not exceeding three years as may be prescribed in the nonprofit
corporation's governing documents. In the absence of any provision, all officers shall be
elected or appointed annually by the board of directors. Each officer shall hold office for
the term to which he or she is elected or appointed and until his or her successor shall have
been elected or appointed. If the bylaws so provide, any two or more offices may be held by
the same person, except the offices of president and secretary. (b) The governing documents
of the nonprofit corporation may provide that any one or more officers of the corporation
shall be ex officio members of the board of directors. (c) The...
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10A-3-1.02
Section 10A-3-1.02 Definitions. As used in this chapter, the following terms shall have the
following meanings, respectively, unless the context otherwise requires: (1) ARTICLES OF INCORPORATION.
The original or restated articles of incorporation or articles of consolidation and all amendments
thereto, including articles of merger, of a domestic or foreign nonprofit corporation. The
term articles of incorporation of a nonprofit corporation constitutes its certificate of formation
as defined in Section 10A-1-1.03(7). The terms may be used interchangeably. The articles of
incorporation or certificate of formation of a nonprofit corporation, together with its bylaws,
constitute its governing documents within the meaning of Section 10A-1-1.03(40). (2) BOARD
OF DIRECTORS. The group of persons vested with the management of the affairs of the corporation
irrespective of the name by which the group is designated. The board of directors of a nonprofit
corporation is its governing authority as...
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10A-3-4.04
Section 10A-3-4.04 Restated certificate of formation. (a) A domestic nonprofit corporation
may at any time restate its certificate of formation as theretofore amended, in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution setting forth the proposed restated certificate of formation and directing that
they be submitted to a vote at a meeting of members entitled to vote thereon, which may be
either an annual or a special meeting. (2) Written notice setting forth the proposed restated
articles or a summary of the provisions thereof shall be given to each member entitled to
vote thereon, within the time and in the manner provided in this chapter for the giving of
notice of meetings of members. If the meeting is an annual meeting, the proposed restated
articles or a summary of the provisions thereof may be included in the notice of the annual
meeting. (3) At the meeting a vote of the members entitled to vote thereon shall...
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10A-3-6.01
Section 10A-3-6.01 Sale, lease, exchange, or mortgage of assets. A sale, lease, exchange, mortgage,
pledge or other disposition of all, or substantially all, the property and assets of a nonprofit
corporation may be made upon the terms and conditions and for the consideration, which may
consist in whole or in part of money or property, real or personal, including shares of any
corporation for profit, domestic or foreign, as may be authorized in the following manner:
(1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution
recommending the sale, lease, exchange, mortgage, pledge or other disposition and directing
that it be submitted to a vote at a meeting of members entitled to vote thereon, which may
be either an annual or a special meeting. Written notice stating that the purpose, or one
of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage, pledge,
or other disposition of all, or substantially all, the property...
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45-37-121.02
Section 45-37-121.02 Personnel board - Composition; meetings. The personnel board shall be
comprised of seven members consisting of the following persons: The Chair of the County Commission
of Jefferson County; the mayor of the municipality having the greatest number of employees
in the classified service; one member of the Jefferson County Mayors Association, an Alabama
nonprofit corporation, not otherwise serving hereunder who is appointed by its governing body;
two employees in the classified service, one of whom shall be African American not otherwise
serving hereunder who shall be elected by popular vote of the permanent employees in the classified
service from a list of nominations submitted to the director under the signatures of at least
five employees in the classified service on or before September 30 of each year; and two persons
appointed by the presiding Judge of Probate of Jefferson County, one of whom shall reside
in the Bessemer judicial division and one of whom shall...
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10A-3-7.10
Section 10A-3-7.10 Liquidation - Jurisdiction of court to liquidate assets and affairs of corporation.
(a) The circuit court of the county in which the nonprofit corporation's principal office
is located in this state, and if none in this state, the circuit court for the county in which
the nonprofit corporation's most recent registered office is located shall have full power
to liquidate the assets and affairs of a nonprofit corporation: (1) In an action by a member
or director when it is established: a. That the directors are deadlocked in the management
of the corporate affairs and that irreparable injury to the nonprofit corporation is being
suffered or is threatened by reason thereof, and either that the members are unable to break
the deadlock or there are no members having voting rights; b. That the acts of the directors
or those in control of the nonprofit corporation are illegal, oppressive, or fraudulent; c.
That the members entitled to vote in the election of directors are...
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37-6-10
Section 37-6-10 Board of trustees. The business and affairs of a cooperative shall be managed
by a board of not less than five trustees, each of whom shall be a member of the cooperative
or of another cooperative which shall be a member thereof, or a person designated by the governing
body or board of directors of a municipality or other corporation, respectively, which is
a member thereof. The bylaws shall prescribe the number of trustees, their qualifications,
other than those provided for in this chapter, the manner of holding meetings of the board
of trustees, and of the election of successors to trustees who shall resign, die or otherwise
be incapable of acting. The bylaws may also provide for the removal of trustees from office
and for the election of their successors. The bylaws may establish a procedure for nominating
candidates for the board of trustees and if the bylaws contain such a procedure, they may
prohibit nominations from the floor on the day of an annual, district,...
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37-7-5
Section 37-7-5 Board of directors - Election; expenses; president; secretary. Each corporation
formed under this chapter shall have a board of directors, which board shall constitute the
governing body of the corporation. The directors of the corporation, other than those named
in its certificate of incorporation, shall be elected annually by the members entitled to
vote therefor. The directors must be members and shall not be entitled to compensation for
their services but shall be entitled to reimbursement for expenses incurred by them in the
performance of their duties. The board shall elect annually from its own number a president
and a secretary. (Acts 1935, No. 45, p. 100; Code 1940, T. 18, §14.)...
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10A-3-2.32
Section 10A-3-2.32 Books and records. Each nonprofit corporation shall keep correct and complete
books and records of account and shall keep minutes of the proceedings of its members, board
of directors and committees having any of the authority of the board of directors; and shall
keep at its registered office or principal office in Alabama a record of the names and addresses
of its members entitled to vote, directors and officers. All books and records of a nonprofit
corporation may be inspected by any member, director or officer, or his or her agent or attorney,
for any proper purpose at any reasonable time. (Acts 1984, No. 84-290, p. 502, §28; §10-3A-43;
amended and renumbered by Act 2009-513, p. 967, §175.)...
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