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-3-2.09
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-3-4.04
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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11-20-35
Section 11-20-35 Certificate of incorporation - Amendment. If any corporation formed under this article has accidentally or inadvertently failed to comply with the requirements of this article in its organization, such omission or defect may be corrected by filing an amendment as provided in this section. The certificate of incorporation of any corporation formed under this article may also at any time and from time to time be amended so as to make any changes therein and add any provisions thereto which might have been included in the certificate of incorporation in the first instance. Any such amendment shall be effected in the following manner: The board of directors of the corporation shall adopt a resolution proposing such amendment to the certificate of incorporation. The chairman of the board of directors of the corporation shall file with the governing body of the county an application in writing seeking permission to amend the certificate of incorporation, specifying in such...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-20-35.htm - 2K - Match Info - Similar pages
45-49-90.05
Section 45-49-90.05 Certificate of incorporation Amendments. (a) If any corporation formed under this part has accidentally or inadvertently failed to comply with the requirements of this part in its organization, such omission or defect may be corrected by filing an amendment as provided in this section. The certificate of incorporation of any corporation formed under this part may also at any time and from time to time be amended so as to make any changes therein and add any provisions thereto which might have been included in the certificate of incorporation in the first instance. (b) Any such amendment shall be effected in the following manner: The board of directors of the corporation shall adopt a resolution proposing such amendment to the certificate of incorporation. The chair of the board of directors of the corporation shall file with the governing body of the county and, if applicable, any participating municipality, an application in writing seeking permission to amend the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/45-49-90.05.htm - 3K - Match Info - Similar pages
10A-3-2.11
Section 10A-3-2.11 Quorum of directors. (a) A majority of the number of directors fixed by the bylaws, or in the absence of a bylaw fixing the number of directors, then of the number stated in the certificate of formation, shall constitute a quorum for the transaction of business, unless otherwise provided in the governing documents of the nonprofit corporation; but in no event shall a quorum consist of less than one-third of the number of directors so fixed or stated. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by this title or this chapter or by the nonprofit corporation's governing documents. (b) If a quorum is present when the meeting is convened, the directors present may continue to do business, taking action by a vote of a majority of a quorum as fixed above, until adjournment, notwithstanding the withdrawal of enough directors to leave less...
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11-89-5
Section 11-89-5 Authorization and procedure for amendment of certificate of incorporation. (a) The certificate of incorporation of any district incorporated under the provisions of this chapter may at any time and from time to time be amended in the manner provided in this section. (b)(1) The board of directors of the district shall first adopt a resolution proposing an amendment to the certificate of incorporation which shall be set forth in full in the said resolution and which amendment may include: a. A change in the name of the district; b. The addition to the service area of the district of new territory lying within any municipality or, in the case of territory not lying within any municipality, any county in which the district's then existing service area lies; c. Provisions for the operation of a system or facility the operation of which is not then provided for in the certificate of incorporation of the district and which the district is authorized by this chapter to operate;...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/11-89-5.htm - 8K - Match Info - Similar pages
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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11-86A-9
Section 11-86A-9 Powers of authority vested in board of directors; officers and directors of authority; proceedings of board of directors to be reduced to writing and signed by two directors; admissibility of evidence of proceedings of board of directors; adoption of bylaws; notice of meetings; attendance at meetings; qualifications. (a) All powers of an authority shall be vested in its board of directors. (b) The initial board of directors of an authority shall be specified in the articles, or as provided in Section 11-86A-6. (c) Each authority shall be composed of a chair, vice chair, secretary, and treasurer elected by the board of directors. The offices of secretary and treasurer may be held by the same person. A majority of the directors shall constitute a quorum for the transaction of business. The officers and directors shall serve for the terms provided for in the articles. A director may not receive any salary for service rendered or for any duty performed as a director. The...
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10A-3-7.03
Section 10A-3-7.03 Voluntary dissolution - Plan of distribution of assets. A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a nonprofit corporation in the process of dissolution and shall be adopted by a nonprofit corporation for the purpose of authorizing any transfer or conveyance of assets for which this chapter requires a plan of distribution, in the following manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission thereof 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 of distribution 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 meetings of members. The plan of...
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