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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11-101A-6
Section 11-101A-6 Board of directors. (a) Each corporation shall be governed by 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 by the board or pursuant to this authorization.
Subject to the provisions of subdivision (8) of subsection (b) of Section 11-101A-4, the board
shall consist of directors having those qualifications, being elected or appointed by that
person or persons, including, without limitation, the board itself, one or more authorizing
subdivisions, or other counties and municipalities, and other entities or organizations and
in the manner, and serving for the terms of office, all as shall be specified in the certificate
of incorporation of the authority. Notwithstanding the foregoing, no fewer than a majority
of the directors shall be elected by the governing body or bodies of...
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10A-3-7.04
Section 10A-3-7.04 Voluntary dissolution - Revocation of voluntary dissolution proceedings.
(a) A nonprofit corporation may, at any time prior to the delivery of the articles of dissolution
to the Secretary of State for filing, revoke the action theretofore taken to dissolve the
nonprofit corporation, in the following manner: (1) If there are members entitled to vote
thereon, the board of directors shall adopt a resolution recommending that the voluntary dissolution
proceedings be revoked, and directing that the question of the revocation 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 stating that the purpose, or one of the purposes, of the
meeting is to consider the advisability of revoking the voluntary dissolution proceedings
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...
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16-17A-8
Section 16-17A-8 Powers of authority. (a) An authority shall have and may exercise any power
granted nonprofit corporations under Title 10A, together with all powers incidental thereto
or necessary or desirable to the discharge thereof, including, without limitation, the following
specific powers: (1) To adopt, maintain, and amend bylaws and a corporate seal. (2) To sue
and, subject to the limitations herein, be sued; provided, however, that no authority entitled
to sovereign immunity shall be denied such immunity. (3) To acquire, construct, equip, and
operate those health care facilities it considers necessary or desirable. (4) To enter into
contracts and agreements, borrow money, incur indebtedness, and issue bonds, notes, debt securities,
or any other evidence of indebtedness. (5) To pledge the general credit of the authority or
any revenues or income of the authority to repayment of any of its indebtedness. (6) To mortgage
or pledge its health care facilities or its other assets or...
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22-21-174
Section 22-21-174 Incorporation - Certificate of incorporation - Amendment. The certificate
of incorporation of any public corporation incorporated under this article may, at any time
and from time to time, be amended in the following manner: (1) The board of directors of the
corporation shall adopt a resolution setting forth the proposed amendment, which may include
any proposed change in the name of such corporation, the inclusion of another municipality
or municipalities as members thereof (provided each of such other municipalities is located,
in whole or in part, in the county which is a member of the corporation) and any matter which
might originally have been included in the certificate of incorporation. (2) If the governing
body of the county and of each other member of the corporation and the governing body of each
municipality, if any, which it is proposed shall be added as a member of the corporation shall
by resolution consent to such proposed amendment, the chairman and...
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10A-20-7.07
Section 10A-20-7.07 Directors and officers. (a) The business and affairs of the corporation
shall be managed and conducted by a board of directors, a president, a vice-president, a secretary,
a treasurer, and other officers and agents as the corporation by its bylaws shall authorize.
The board of directors shall consist of a number not less than 15 nor more than 21, as shall
be determined in the first instance by the incorporators and thereafter annually by the members
and the stockholders of the corporation. The board of directors may exercise all the powers
of the corporation except such as are conferred by law or by the bylaws of the corporation
upon the stockholders or members and shall choose, or appoint, all the agents and officers
of the corporation and fill all vacancies except vacancies in the office of a director, which
shall be filled as provided in this section. The board of directors shall be elected in the
first instance by the incorporators and thereafter at the annual...
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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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22-23A-5
Section 22-23A-5 Application to become corporation; filing and recordation; certificate of
incorporation; officers; board of directors; record of proceedings. (a) To become a corporation,
the Governor, the director of the department, the Director of Finance, and the two legislators
appointed to the authority in Section 22-23A-3 shall present to the Secretary of State of
Alabama an application signed by them which shall set forth: (1) The name, official designation
and official residence of each of the applicants, together with a certified copy of the commission
evidencing each applicant's right to office; (2) The date on which each applicant was inducted
into office and the term of office of each of the applicants; (3) The name of the proposed
corporation, which shall be the "Alabama Water System Assistance Authority"; (4)
The location of the principal office of the proposed corporation; and (5) Any other matter
relating to the incorporation which the applicants may choose to insert...
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34-32-8
Section 34-32-8 Powers of board generally. The board shall have the following powers: (1) To
adopt and amend all bylaws, rules, and regulations necessary or convenient to administer and
carry out the provisions of this chapter and for the conduct of its affairs and functions
consistent with the Constitution and laws of this state which may be reasonably necessary
for the performance of its duties and the regulation of its proceedings, meetings, records,
examinations, and the conduct thereof, and to adopt and promulgate a code of ethics which
shall be binding upon all persons registered under or subject to this chapter. (2) To affix
its official seal to each numbered certificate issued. (3) To hold hearings, administer oaths,
take and record testimony, to make findings, orders, and determinations which shall be subject
to review by the courts of this state in the manner provided by law from decisions of other
boards and commissions. Upon the failure or refusal of any person to comply...
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45-29-90.03
Section 45-29-90.03 Certificate of incorporation. (a) To become a corporation, the persons
who are designated to become members of the initial board of directors of the authority, as
provided in Section 45-29-90.02, shall present to the Judge of Probate of Fayette County,
a certificate of incorporation signed by them which shall contain all of the following: (1)
The name and official residence of each of the persons. (2) The term of office of each of
the persons as such directors. (3) The name of the proposed corporation which shall be the
Tom Bevill Reservoir Management Area Authority. (4) A concise legal description of the areas
included in the Tom Bevill Reservoir Management Area. (5) The location of the principal office
of the proposed corporation which shall be in Fayette County. (6) Any other matter relating
to the incorporation that the persons may choose to insert and which is not inconsistent with
this article or the laws of the State of Alabama. (b) The certificate of...
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