11-47-217
Section 11-47-217 Boards of directors of authorities. (a) Each authority shall have a board
of directors composed of the number of directors provided in the certificate of incorporation,
as most recently amended. Unless provided to the contrary in its certificate of incorporation,
all powers of the authority shall be exercised, and the authority shall be governed by the
board or pursuant to its authorization. Subject to the provisions of subdivision (8) of Section
11-47-215, the board shall consist of directors who have the qualifications and are elected
or appointed for certain terms of office as shall be specified in the certificate of incorporation
of the authority. Notwithstanding the foregoing, if the original directors are appointed by
the incorporators, the original directors shall be identified in the proposed form of the
certificate of incorporation submitted to the governing body of each of the authorizing subdivisions
together with the application for authority to...
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10A-2A-11.02
Section 10A-2A-11.02 Merger. (a) A corporation may merge with one or more other constituent
organizations pursuant to this article, and a plan of merger, if: (1) the governing statute
of each of the other organizations authorizes the merger; (2) the merger is not prohibited
by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of
the other organizations complies with its governing statute in effecting the merger. (b) A
plan of merger must be in writing and must include: (1) the name, type of organization, and
mailing address of the principal office of each constituent organization, the jurisdiction
of the governing statute of each constituent organization, and the respective unique identifying
number or other designation as assigned by the Secretary of State, if any, of each constituent
organization; (2) the name, type of organization, and mailing address of the principal office
of the surviving organization, the unique identifying number or other...
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11-89A-6
Section 11-89A-6 Board of directors of authority; election; terms of office; vacancies; qualifications;
expenses; meetings; notice and waiver; resolutions; impeachment. (a) Each authority shall
have a board of directors composed of the number of directors provided in the certificate
of incorporation, as most recently amended; provided, however, that in the case of any authority
in existence and incorporated prior to May 11, 1989, the board shall consist of three directors
who shall be elected by the governing body of the determining subdivision for staggered terms
in accordance with the provisions of law as it existed immediately prior to the aforesaid
effective date unless such authority shall otherwise amend its certificate of incorporation
pursuant to the provisions of Section 11-89A-5. Unless provided to the contrary in its certificate
of incorporation, all powers of the authority shall be exercised, and the authority shall
be governed, by the board or pursuant to its...
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4-3-5
Section 4-3-5 Board of directors of authority. Each authority shall be governed by a board
of directors of three or more members, selected as provided herein. If the sole authorizing
subdivision is a county, the governing body of said county shall elect all members, the number
of such members to be set out in the certificate of incorporation of said authority. In all
other cases, one member shall be elected by the governing body of each authorizing subdivision,
one member shall be elected by the governing body of the county in which is located the principal
office of the authority specified in the certificate of incorporation, if such county is not
an authorizing subdivision, and one additional member shall be agreed to and elected by the
governing bodies of all the authorizing subdivisions and the governing body of said county
in which is located the principal office of the authority specified in the certificate of
incorporation. Each member elected by the governing body of one of the...
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10A-1-1.03
Section 10A-1-1.03 Definitions. As used in this title, unless the context otherwise requires,
the following terms mean: (1) AFFILIATE. A person who controls, is controlled by, or is under
common control with another person. An affiliate of an individual includes the spouse, or
a parent or sibling thereof, of the individual, or a child, grandchild, sibling, parent, or
spouse of any thereof, of the individual, or an individual having the same home as the individual,
or a trust or estate of which an individual specified in this sentence is a substantial beneficiary;
a trust, estate, incompetent, conservatee, protected person, or minor of which the individual
is a fiduciary; or an entity of which the individual is director, general partner, agent,
employee or the governing authority or member of the governing authority. (2) ASSOCIATE. When
used to indicate a relationship with: (A) a domestic or foreign entity for which the person
is: (i) an officer or governing person; or (ii) a beneficial...
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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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37-13-5
Section 37-13-5 Board of directors of authority. Each authority shall be governed by a board
of directors composed of the number of directors provided in its certificate of incorporation,
all of whom shall be selected in accordance with the provisions of this section. If there
is to be only one authorizing subdivision (whether a county, city or town), the governing
body of the authorizing subdivision shall elect all the directors. If there is to be more
than one authorizing subdivision, the respective governing bodies of the authorizing subdivisions
shall each elect the same number of directors; and one additional director shall be elected
jointly by the governing bodies of all the authorizing subdivisions. Each director shall be
a resident of the authorizing subdivision by whose governing body he was elected, except that
the said additional director need only be a resident of the county in which is located the
principal office of the authority, as specified in its certificate of...
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5-17-11
Section 5-17-11 Election of officers; duties of officers and directors; compensation; liability.
(a) At the first meeting and at subsequent times prescribed in the bylaws, the directors shall
elect a president. The president must be either a member of the board of directors or an employee
of the credit union who is not a member of the board of directors. If the credit union elects
a president who is not a member of the board of directors, the board of directors shall elect
from their own number a chair and one or more vice chairs of the board of directors. The board
of directors, in accordance with the bylaws, may remove any officer who is not a member of
the board of directors. At the first meeting and at subsequent annual meetings prescribed
in the bylaws, the directors shall elect from their own number, a secretary and treasurer,
who may be the same individual. To nominate a candidate by petition, the petition should conform
to the requirements as specified in the bylaws. The bylaws...
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10A-2A-13.02
Section 10A-2A-13.02 Right to appraisal. (a) A stockholder is entitled to appraisal rights,
and to obtain payment of the fair value of that stockholder's stock, in the event of any of
the following corporate actions: (1) consummation of a merger to which the corporation is
a party (i) if the corporation is a subsidiary and the merger is governed by Section 10A-2A-11.05
or (ii) if stockholder approval is required for the merger by Section 10A-2A-11.04, or would
be required but for the provisions of Section 10A-2A-11.04(j), except that appraisal rights
shall not be available to any stockholder of the corporation with respect to stock of any
class or series that remain outstanding after consummation of the merger; (2) consummation
of a stock exchange to which the corporation is a party the stock of which will be acquired,
except that appraisal rights shall not be available to any stockholder of the corporation
with respect to any class or series of stock of the corporation that is not...
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16-17A-2
Section 16-17A-2 Definitions. For purposes of this chapter, the following terms shall have
the following meanings: (1) ACADEMIC MEDICAL CENTER. The teaching, research, and clinical
facilities provided, established, or operated by a constitutionally created public university
in the state or a university that operates a school of medicine. (2) AUTHORITY. A public corporation
organized pursuant to the provisions of this chapter. (3) BOARD. The board of directors of
an authority. (4) DIRECTOR. A member of the board of an authority. (5) GOVERNMENTAL ENTITY.
The state, a county, a municipality, or any department, agency, board, or commission of the
state, a county, or a municipality. (6) HEALTH CARE FACILITY. All property or rights in property,
real or personal, tangible or intangible, useful to an authority in its operations, including
without limitation, the following: a. Facilities necessary or desirable to the operation of
an academic medical center, one or more health sciences schools,...
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