10A-3-2.31
Section 10A-3-2.31 Bylaws. The initial bylaws of a nonprofit corporation shall be adopted by
its board of directors. The power to alter, amend or repeal the bylaws or adopt new bylaws
shall be vested in the board of directors, unless otherwise provided in the governing documents
of the nonprofit corporation. The bylaws may contain any provisions for the regulation and
management of the affairs of a corporation not inconsistent with law or the certificate of
formation. (Acts 1984, No. 84-290, p. 502, §12; §10-3A-27; amended and renumbered by Act
2009-513, p. 967, §175.)...
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10A-2A-2.05
Section 10A-2A-2.05 Bylaws. (a) The incorporators or board of directors of a corporation shall
adopt initial bylaws for the corporation. (b) The bylaws of a corporation may contain any
provision that is not inconsistent with law or the certificate of incorporation. (c) The bylaws
may contain one or both of the following provisions: (1) a requirement that if the corporation
solicits proxies or consents with respect to an election of directors, the corporation include
in its proxy statement and any form of its proxy or consent, to the extent and subject to
any procedures or conditions as are provided in the bylaws, one or more individuals nominated
by a stockholder in addition to individuals nominated by the board of directors; and (2) a
requirement that the corporation reimburse the expenses incurred by a stockholder in soliciting
proxies or consents in connection with an election of directors, to the extent and subject
to any procedures and conditions as are provided in the bylaws,...
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24-1A-5
to sell the equity of redemption, to purchase the equity of redemption and otherwise to sell
and dispose of the mortgaged property, all as shall seem in the best interests of the authority
and the holders of its bonds; (11) To sell and issue bonds in order to provide funds for any
corporate function, use or purpose; (12) To mortgage, pledge, assign or grant security interests
in any or all of its mortgage loans, mortgages and its interests created thereby in the underlying
real and personal properties covered by such mortgages as security for the payment
of the principal of, and interest on, any bonds issued by the authority, or as security for
any agreements made in connection therewith, whether then owned or thereafter acquired, and
to pledge the revenues from which said bonds are payable as security for the payment of the
principal of, and interest on, said bonds and any agreements made in connection therewith;
(13) To establish such reserves from the proceeds of any issue...
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15-18-179
Section 15-18-179 Application for incorporation; certificate of incorporation; amendment; board
of directors; dissolution; funding; competitive bidding laws not applicable. (a) A public
corporation may be organized as a community punishment and corrections authority pursuant
to this article in any county or group of counties located in one or more judicial circuits.
In order to incorporate the public corporation, any number of natural persons, not less than
three, who are duly qualified electors of a proposed county or counties shall first file a
written application with the county commission or any two or more thereof. The application
shall contain all of the following: (1) The names of each county commission with which the
application is filed. (2) A statement that the applicants propose to incorporate an authority
pursuant to this article. (3) The proposed location of the principal office of the authority.
(4) A statement that each of the applicants is a duly qualified elector of...
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10A-2A-10.20
Section 10A-2A-10.20 Authority to amend. (a) A corporation's stockholders may amend or repeal
the corporation's bylaws. (b) A corporation's board of directors may amend or repeal the corporation's
bylaws, unless: (1) the certificate of incorporation, Section 10A-2A-10.21 or, if applicable,
Section 10A-2A-10.22, reserves that power exclusively to the stockholders in whole or part;
or (2) except as provided in Section 10A-2A-2.05(d), the stockholders in amending, repealing,
or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or
adopt that bylaw. (c) A stockholder of the corporation does not have a vested property right
resulting from any provision in the bylaws. (Act 2019-94, §1.)...
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37-7-6
Section 37-7-6 Board of directors - Powers. The board shall have power to do all things necessary
or convenient in conducting the business of a corporation, including but not limited to: The
power to adopt and amend bylaws for the management and regulation of the affairs of the corporation;
the bylaws by a corporation may make provisions, not inconsistent with law or its certificate
of incorporation, regulating the admission, withdrawal, suspension or expulsion of members;
the transfer of memberships; the fees and dues of members and the termination of memberships
on nonpayment of dues or otherwise; the number, times and manner of choosing, qualifications,
terms of office, official designations, powers, duties and compensation of its officers; defining
a vacancy in the board or in any office or the manner of filling it; the number of members,
not less than 20 percent, to constitute a quorum at meetings, the date of the annual meeting
and the giving of notice thereof and the holding of...
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34-11-35
the board for any act done in good faith and in the intended performance of any power granted
under this chapter or for any neglect or default in the performance or exercise in good faith
of any duty or power. (f) In carrying out the duties, functions, and obligations of this chapter,
the board may contract with any state agency or private vendor as the board considers appropriate.
The board may also enter contracts to acquire, own, encumber, issue, replace, deal in, and
dispose of real and personal property. (g) The board may appoint committees to assist
the board's efforts in carrying out the responsibilities of this chapter. All individuals
appointed by the board to serve on committees are entitled to reimbursement of expenses as
approved by the board. (h) The board may adopt rules enabling the collection of fees in amounts
necessary to enable the board to carry out its function under this chapter, provided the fees
do not exceed the maximum amounts allowed under this chapter. (i)...
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10A-3-4.01
Section 10A-3-4.01 Procedure to amend certificate of formation of a nonprofit corporation.
(a) Amendments to the certificate of formation of a nonprofit corporation shall be made 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 amendment 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 amendment or a summary of
the changes to be effected thereby 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 proposed amendment 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 there are no members, or no members entitled to vote thereon, or...
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22-21-358
nonaffiliated for profit or nonprofit corporations or other lawful business organizations which
operate and have as their purposes the furtherance of such authority's purposes; (6) Without
limiting the generality of the preceding subdivisions (4) and (5), to accomplish and facilitate
the creation, establishment, acquisition, operation or support of any such subsidiary, affiliate,
nonaffiliated corporation or other lawful business organization, by means of loans of funds,
leases of real or personal property, gifts and grants of funds or guarantees of indebtedness
of such subsidiaries, affiliates and non-affiliated corporations; (7) To indemnify any person
(including for purposes of this subdivision such person's estate and personal representatives)
made or threatened to be made a party to any action or proceeding, whether civil or criminal,
by reason of the fact that he or she is or was a board member, officer, or a physician acting
as an agent of such authority in the performance of...
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16-17A-6
Section 16-17A-6 Board of directors. (a) Each authority shall have a board of directors composed
of the number of directors provided in the articles of incorporation. (b) All powers of an
authority shall be exercised by the board or pursuant to its authorization. (c) Except for
ex-officio directors specified in the articles of incorporation, all directors of an authority
shall be elected or appointed by the sponsoring university. The articles of incorporation
may provide that specified officers or employees of the sponsoring university shall be ex-officio
directors of an authority, so long as a majority of the directors are elected or appointed
by the sponsoring university. (d) The articles of incorporation may provide that a governmental
entity, a public corporation, or a nonprofit organization may nominate one or more directors
of an authority, provided that the number of directors elected or appointed by the sponsoring
university without nomination may never be less than a majority...
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