10A-3-2.03
Section 10A-3-2.03 Notice of members' meetings. Unless otherwise provided in the nonprofit
corporation's governing documents, written notice stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting is called,
shall be delivered not less than 10 nor more than 50 days before the date of the meeting,
either personally or by mail, by or at the direction of the president, or the secretary, or
the officers or persons calling the meeting, to each member entitled to vote at the meeting.
If mailed, the notice shall be deemed to be delivered when deposited in the United States
mail addressed to the member at his or her address as it appears on the records of the nonprofit
corporation, with postage thereon prepaid. (Acts 1984, No. 84-290, p. 502, §14; §10-3A-29;
amended and renumbered by Act 2009-513, p. 967, §171.)...
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10A-3-2.04
Section 10A-3-2.04 Waiver of notice. Whenever any notice is required to be given to any member
or director of a corporation under the provisions of this title or this chapter or under the
provisions of the nonprofit corporation's governing documents, a waiver thereof in writing
signed by the person or persons entitled to the notice, whether before or after the time stated
therein, shall be equivalent to the giving of the notice. (Acts 1984, No. 84-290, p. 502,
§15; §10-3A-30; amended and renumbered by Act 2009-513, p. 967, §171.)...
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2-6-104
Section 2-6-104 Public corporation - Board of directors. (a) The corporation shall be governed
by a board of directors, as provided for in this section. All powers of the corporation shall
be exercised by the board or pursuant to its authorization. The presence of a majority of
members of the board of directors shall constitute a quorum for the transaction of business.
No vacancy on the board or the voluntary disqualification or abstention of any director shall
impair the right of a quorum of the board to act. (b) The board of directors shall be the
same as the Agricultural Center Board. (c) All resolutions adopted by the board of directors
shall constitute actions of the corporation, and all proceedings of the board shall be reduced
to writing by the secretary and shall be recorded in a substantially bound book and filed
in the office of the Director of Finance. Copies of such proceedings, when certified by the
secretary under seal of the corporation, shall be received in all courts...
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10A-2A-14.01
Section 10A-2A-14.01 Dissolution by incorporators or initial directors. A majority of the incorporators
or initial directors of a corporation that has not issued stock or has not commenced business
may dissolve the corporation by delivering to the Secretary of State for filing a certificate
of dissolution that sets forth: (a) the name of the corporation; (b) the date of its incorporation;
(c) either (i) that none of the corporation's stock has been issued, or (ii) that the corporation
has not commenced business; (d) that no debt of the corporation remains unpaid; (e) that the
net assets of the corporation remaining after winding up have been distributed to the stockholders,
if stock was issued; (f) that a majority of the incorporators or initial directors authorized
the dissolution; and (g) the unique identifying number or other designation as assigned by
the Secretary of State. (Act 2019-94, §1; Act 2020-73, §7.)...
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10A-2A-8.60
Section 10A-2A-8.60 Interested directors; quorum. (a) No contract or transaction between a
corporation and one or more of its directors or officers, or between a corporation and any
other corporation, partnership, association, or other entity in which one or more of its directors
or officers, are directors or officers, or have a financial interest, shall be void or voidable
solely for this reason, or solely because the director or officer is present at or participates
in the meeting of the board of directors or committee which authorizes the contract or transaction,
or solely because the director's or officer's votes are counted for that purpose, if: (1)
The material facts as to the director's or officer's relationship or interest and as to the
contract or transaction are disclosed or are known to the board of directors or the committee,
and the board or committee in good faith authorizes the contract or transaction by the affirmative
votes of a majority of the qualified directors,...
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10A-3-2.01
Section 10A-3-2.01 Members. (a) A nonprofit corporation may have one or more classes of members
or may have no members. If the nonprofit corporation has one or more classes of members, the
designation of the class or classes, the manner of election or appointment and the qualifications
and rights of the members of each class shall be set forth in the governing documents. If
the nonprofit corporation has no members, that fact shall be set forth in the certificate
of formation. A nonprofit corporation may issue certificates evidencing membership therein.
(b) The members of the nonprofit corporation shall not be liable for obligations of the corporation.
(Acts 1984, No. 84-290, p. 502, §11; §10-3A-26; amended and renumbered by Act 2009-513,
p. 967, §171.)...
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44-3-8
Section 44-3-8 Admission of governing bodies into membership of corporations. Any governing
body in the state as defined in this chapter may submit a letter of application to the corporation's
chairman of the board of directors. Said letter shall be in compliance with admission procedures
as established by the board. Upon approval of a majority of board members present at a regularly
scheduled board meeting, new members shall be admitted into the corporation and the number
of directors representing that body will be determined by the existing board. (Acts 1978,
No. 620, p. 880, §8.)...
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10A-2-8.55
Section 10A-2-8.55 Determination and authorization of indemnification. REPEALED IN THE 2019
REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE
SUPPLEMENT. (a) A corporation may not indemnify a director under Section 10A-2-8.51 unless
authorized in the specific case after a determination has been made that indemnification of
the director is permissible in the circumstances because the director has met the standard
of conduct set forth in Section 10A-2-8.51. (b) The determination shall be made: (1) By the
board of directors by majority vote of a quorum consisting of directors not at the time parties
to the proceeding; (2) If a quorum cannot be obtained under subdivision (1), by majority vote
of a committee duly designated by the board of directors, in which designation directors who
are parties may participate, consisting solely of two or more directors not at the time parties
to the proceeding; (3) By special legal counsel; (i) Selected by the...
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10A-20-7.09
Section 10A-20-7.09 Powers of stockholders and members. (a) The stockholders and the members
of the corporation shall have the following powers of the corporation: (1) To determine the
number of and elect directors as provided in Section 10A-20-7.07. (2) To make, amend, and
repeal bylaws. (3) To amend this charter as provided in Section 10A-20-7.20. (4) To dissolve
the corporation as provided in Section 10A-20-7.22. (5) To do all things necessary or desirable
to secure aid, assistance loans, and other financing from any financial institutions and from
any agency established under the Small Business Investment Act of 1958, or other similar federal
laws now or hereafter enacted. (6) To exercise the other of the powers of the corporation
consistent with this article as may be conferred on the stockholders and the members by the
bylaws. (b) As to all matters requiring action by the stockholders and the members of the
corporation, the stockholders and members shall vote separately thereon...
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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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