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10A-3-5.03
Section 10A-3-5.03 Approval of merger or consolidation. (a) A plan of merger or consolidation
shall be adopted in the following manner: (1) If the members of any merging or consolidating
nonprofit corporation are entitled to vote thereon, the board of directors of the nonprofit
corporation shall adopt a resolution approving the proposed plan 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 setting forth the proposed plan or a summary
thereof shall be given to each member entitled to vote at the meeting within the time and
in the manner provided in this chapter for the giving of notice of meeting of members. The
proposed plan shall be adopted upon receiving at least two-thirds of the votes entitled to
be cast by members present or represented by proxy at the meeting. (2) If any merging or consolidating
nonprofit corporation has no members, or no members entitled to vote...
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10A-30-2.11
Section 10A-30-2.11 Shareholders' agreements; applicable to corporations formed as close corporations
or electing close corporation status prior to January 1, 1995. No written agreement among
shareholders of a close corporation, nor any provision of the governing documents of the corporation,
which agreement or provision relates to any phase of the affairs of such corporation, including
but not limited to the management of its business or declaration and payment of dividends
or other division of profits or the election of directors or officers or the employment of
shareholders by the corporation or the arbitration of disputes, shall be invalid on the ground
that it is an attempt by the parties to the agreement or by the shareholders of the corporation
to treat the corporation as if it were a partnership or to arrange relations among the shareholders
or between the shareholders and the corporation in a manner that would be appropriate only
among partners. (Acts 1980, No. 80-633, p....
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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...
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9-10-33
Section 9-10-33 Board of directors and officers. All powers of the corporation shall be exercised
by the board of directors or pursuant to its authority. The directors shall be elected by
the county commission for staggered terms of office as follows: two years, three years, four
years, five years and six years. 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 shall elect a successor to serve for the unexpired
term. Directors shall be eligible for reelection by the county commission to succeed themselves
in office. A majority of the members of the board shall constitute a quorum for the transaction
of business. The corporation shall have a president, a vice-president, a secretary and a treasurer,
but the office of secretary and treasurer may be held by the same person. All officers shall
be elected by the board. The members of the board...
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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-3-3.02
Section 10A-3-3.02 Supplemental provisions required in the certificate of formation (a) In
addition to the information required by Section 10A-1-3.05 in a certificate of formation of
a filing entity under this title, the certificate of formation of a nonprofit corporation
formed under this chapter shall set forth: (1) If the nonprofit corporation is to have no
members, a statement to that effect. (2) Any provisions, not inconsistent with law, which
the incorporators elect to set forth in the certificate of formation for the regulation of
the internal affairs of the nonprofit corporation, including any provision for distribution
of assets on dissolution or final liquidation. (3) The number of directors constituting the
initial board of directors, and the names and addresses of the persons who are to serve as
the initial directors. (b) It shall not be necessary to set forth in the certificate of formation
any of the entity powers enumerated in Section 10A-1-2.11 or set forth in this...
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11-97-6
Section 11-97-6 Board of directors of corporation; election; terms of office; vacancies; qualifications;
expenses; impeachment. (a) Each corporation shall be governed by a board of directors. All
powers of the corporation shall be exercised by the board or pursuant to its authorization.
The board shall consist of three directors who shall be elected by the governing body of the
determining subdivision for staggered terms as hereinafter provided. The governing body of
the determining subdivision shall specify for which term each director is elected. The initial
term of office of one director shall begin immediately upon his election and shall end at
12:01 o'clock, A.M., on January 1 of the first succeeding odd-numbered calendar year following
his election. The initial term of office of another director shall begin immediately upon
his election and shall end at 12:01 o'clock, A.M., on January 1 of the second succeeding odd-numbered
calendar year following his election. The initial term...
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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...
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10A-2-11.03
Section 10A-2-11.03 Action on plan. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE
JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) After adopting a plan of
merger or share exchange, the board of directors of each corporation party to the merger,
and the board of directors of the corporation whose shares will be acquired in the share exchange,
shall submit the plan of merger, except as provided in subsection (g), or share exchange for
approval by its shareholders. (b) For a plan of merger or share exchange to be approved: (1)
The board of directors must recommend the plan of merger or share exchange to the shareholders,
unless the board of directors determines that because of conflict of interest or other special
circumstances it should make no recommendation and communicates the basis for its determination
to the shareholders with the plan; and (2) The shareholders entitled to vote must approve
the plan. (c) Subject to the corporation's articles of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2-11.03.htm - 5K - Match Info - Similar pages
10A-2A-8.55
Section 10A-2A-8.55 Determination and authorization of indemnification. (a) A corporation may
not indemnify a director under Section 10A-2A-8.51 unless authorized for a specific proceeding
after a determination has been made that indemnification is permissible because the director
has met the relevant standard of conduct set forth in Section 10A-2A-8.51. (b) The determination
shall be made: (1) if there are two or more qualified directors, by the board of directors
by a majority vote of all the qualified directors (a majority of whom shall for that purpose
constitute a quorum), or by a majority of the members of a committee of two or more qualified
directors appointed by a majority vote of qualified directors; (2) by special legal counsel:
(i) selected in the manner prescribed in subsection (b)(1); or (ii) if there are fewer than
two qualified directors, selected by the board of directors (in which selection directors
who are not qualified directors may participate); or (3) by the...
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