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10A-3-2.05
Section 10A-3-2.05 Voting of members. (a) The right of the members, or any class or classes
of members, to vote may be limited, enlarged or denied to the extent specified in the nonprofit
corporation's governing documents. Unless so limited, enlarged or denied, each member, regardless
of class, shall be entitled to one vote on each matter submitted to a vote of members. (b)
A member entitled to vote may vote in person or, unless the nonprofit corporation's governing
documents otherwise provide, may vote by proxy executed in writing by the member, or by his
or her duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the
date of its execution, unless otherwise provided in the proxy. Where directors or officers
are to be elected by members, the bylaws may provide that the elections may be conducted by
mail. (c) The governing documents of a nonprofit corporation may provide that in all elections
of directors every member entitled to vote shall have the right to...
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10A-1-8.01
Section 10A-1-8.01 Conversion of business and nonprofit entities. (a) A conversion of an entity
may be accomplished as provided in this section: (1) CORPORATIONS. a. The terms and conditions
of a plan of conversion of a corporation, other than a nonprofit corporation, must be approved
in accordance with the procedures and by the stockholder vote required by Article 9 of Chapter
2A. If the governing documents provide for approval of a conversion by less than all of a
corporation's stockholders, approval of the conversion shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A. No conversion of a corporation to
a general or limited partnership may be effected without the consent in writing of each stockholder
who will have personal liability with respect to the converted entity, notwithstanding any
provision in the governing documents of the converting corporation providing for less than
unanimous stockholder approval for the conversion. b. The...
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10A-1-8.02
Section 10A-1-8.02 Mergers of entities. (a) A merger of two or more entities, whether the other
entity or entities are the same or another form of entity, may be accomplished as provided
in this section. (1) CORPORATIONS. a. In the case of a corporation, other than a nonprofit
corporation, that is a party to a merger, a plan of merger must be approved in accordance
with the procedures and by the stockholder vote required by Article 11 of Chapter 2A. If the
governing documents of the corporation provide for approval of a merger by less than all of
the corporation's stockholders, approval of the merger shall constitute corporate action subject
to appraisal rights pursuant to Article 13 of Chapter 2A, as applicable. No merger of a corporation
into a general or limited partnership may be effected without the consent in writing of each
stockholder who will have personal liability with respect to the surviving entity, notwithstanding
any provision in the governing documents of the...
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10A-3-2.10
Section 10A-3-2.10 Board of directors; vacancies. (a) Any vacancy occurring in the board of
directors and any directorship to be filled by reason of an increase in the number of directors
may be filled by the affirmative vote of a majority of the remaining directors, though less
than a quorum of the board of directors, unless the governing documents of the nonprofit corporation
provide that a vacancy or directorship so created shall be filled in some other manner, in
which case the provision shall control. (b) A director elected or appointed, as the case may
be, to fill a vacancy shall be elected or appointed for the unexpired term of his or her predecessor
in office. (c) Any directorship to be filled by reason of an increase in the number of directors
may be filled by the board of directors for a term of office continuing only until the next
election of directors. (Acts 1984, No. 84-290, p. 502, §21; §10-3A-36; amended and renumbered
by Act 2009-513, p. 967, §171.)...
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10A-30-2.10
Section 10A-30-2.10 Appointment of a provisional director in certain cases; applicable to corporations
formed as close corporations or electing close corporation status prior to January, 1 1995.
(a) Notwithstanding any contrary provision of the governing documents or agreement of the
shareholders, the circuit court of the county in which the registered office of the corporation
is located may appoint a provisional director for a close corporation if the directors are
so divided respecting the management of the corporation's business and affairs that the votes
required for action by the board of directors cannot be obtained with the consequence that
the business and affairs of the corporation can no longer be conducted to the advantage of
the shareholders generally. (b) An application for relief under this section must be filed
(1) by at least one-half of the number of directors then in office, or (2) by the holders
of at least one-third of all shares then entitled to elect directors,...
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11-54B-11
Section 11-54B-11 District management corporation limits, powers, and duties. (a) District
management corporations shall be incorporated under the Alabama Nonprofit Corporation Act
(Chapter 3A of Title 10) and shall exercise their powers in a manner consistent with such
act. (b) To qualify for designation by ordinance to manage a self-help business improvement
district, the articles of incorporation of a proposed district management corporation must
provide the following: (1) That the property, business, and affairs of the corporation shall
be managed by a board of directors. (2) The names and addresses of the initial members of
the board of directors. (3) That the initial members of the board shall be divided into three
groups which are as equal in number as is possible, that such groups will serve for initial
terms of one (1), two (2) and three (3) years respectively, and that all directors thereafter
elected by the board of directors shall serve for a term of three (3) years. (4)...
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11-54B-50
Section 11-54B-50 District management corporation limits, powers, and duties. (a) District
management corporations provided for in this article shall be incorporated under the Alabama
Nonprofit Corporation Act, Chapter 3 of Title 10A, and shall exercise their powers in a manner
consistent with that law. (b) To qualify for designation by ordinance to manage a self-help
business improvement district, the articles of incorporation of a proposed district management
corporation shall provide all of the following: (1) That a board of directors shall manage
the property, business, and affairs of the corporation. (2) The names and addresses of the
initial members of the board of directors. (3) That the initial members of the board shall
be divided into three groups which are as equal in number as is possible, that those groups
will serve for initial terms of one, two, and three years respectively, and that all directors
thereafter elected by the board of directors shall serve for a term of...
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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.)...
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22-21-175
Section 22-21-175 Board of directors. (a) The corporation shall have a board of directors in
which all powers of the corporation shall be vested. The board of directors shall consist
of (1) Two persons elected by the county commission of the county; (2) Two persons elected
by the governing body of the largest of the member municipalities, according to the federal
decennial census next preceding the date of the filing of the certificate of incorporation
of the corporation for record; (3) One person elected by the governing body of each of the
other member municipalities; (4) Two persons, each of whom shall be, at the time of his appointment,
a physician licensed to practice the profession of medicine in the county, resident in the
county and engaged in the full-time private practice of medicine, elected at a mass meeting
of the licensed physicians resident in the county; (5) Two persons elected or appointed by
a majority vote of all the active circuit judges of the judicial circuit in...
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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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