10A-3-6.01
Section 10A-3-6.01 Sale, lease, exchange, or mortgage of assets. A sale, lease, exchange, mortgage,
pledge or other disposition of all, or substantially all, the property and assets of a nonprofit
corporation may be made upon the terms and conditions and for the consideration, which may
consist in whole or in part of money or property, real or personal, including shares
of any corporation for profit, domestic or foreign, as may be authorized in the following
manner: (1) If there are members entitled to vote thereon, the board of directors shall adopt
a resolution recommending the sale, lease, exchange, mortgage, pledge or other disposition
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 stating that the purpose,
or one of the purposes, of the meeting is to consider the sale, lease, exchange, mortgage,
pledge, or other disposition of all, or substantially all, the property...
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9-8-59
of the land involved in the watershed district shall be entitled to elect three additional
directors. (c) The board of directors shall annually elect from its membership a chairman,
secretary and treasurer. The treasurer shall execute an official bond for the faithful performance
of the duties of his office to be approved by the board of directors, except that no bond
shall be required until such time as the district possesses funds. Such bond shall be executed
with at least three solvent personal sureties whose solvency must exceed the amount
of the bond or by a surety company authorized to do business in this state and shall be in
an amount determined by the board of directors. If the treasurer is required to execute a
surety company bond, the premium on the bond shall be paid by the board of directors. A majority
of the board of directors shall constitute a quorum, and the concurrence of a majority in
any matter within their authority shall be required for its determination. (d)...
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10A-21-2.13
Section 10A-21-2.13 Operation of railroads or canals without state and making extensions within
state by railroad, mining, manufacturing, and quarrying companies. Railroads, mining, manufacturing,
and quarrying companies may purchase, lease, or acquire in any other manner, hold and operate
a railroad or railroads or canals without this state for the purpose of making extensions
or connections, and within this state may extend their roads or may construct and operate
branch roads from any point or points on their lines and may also construct and operate second
tracks, roads, or branch roads connecting any two points on their lines. The purchase must
be made by resolution of the board of directors, which must be submitted to a meeting of the
stockholders, called for the purpose of its consideration; at the meeting the resolution must
be approved by the vote of holders of the larger amount in value of the stock, and if the
resolution is so approved, a copy thereof and of the proceedings...
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10A-2A-1.47
Section 10A-2A-1.47 Ratification of defective corporate actions. (a) To ratify a defective
corporate action under this section (other than the ratification of an election of the initial
board of directors under subsection (b)), the board of directors shall take action ratifying
the action in accordance with Section 10A-2A-1.48, stating: (1) the defective corporate action
to be ratified and, if the defective corporate action involved the issuance of putative stock,
the number and type of shares of putative stock purportedly issued; (2) the date of the defective
corporate action; (3) the nature of the failure of authorization with respect to the defective
corporate action to be ratified; and (4) that the board of directors approves the ratification
of the defective corporate action. (b) In the event that a defective corporate action to be
ratified relates to the election of the initial board of directors of the corporation under
Section 10A-2A-2.04(a)(2), a majority of the persons who,...
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10A-2A-17.05
Section 10A-2A-17.05 Annual benefit report. (a) No less than annually, a benefit corporation
shall prepare a benefit report addressing the efforts of the corporation during the preceding
year to operate in a responsible and sustainable manner, to pursue any public benefit or benefits
identified in any public benefit provision, and to consider the interests described in Section
10A-2A-17.04(b). The annual benefit report must include: (1) the objectives that the board
of directors has established for the corporation to operate in a responsible and sustainable
manner, to pursue the public benefit or benefits identified in any public benefit provision,
and to consider the interests described in Section 10A-2A-17.04(b); (2) the standards the
board of directors has adopted to measure the corporation's progress in operating in a responsible
and sustainable manner, in pursuing the public benefit or benefits identified in any public
benefit provision, and in considering the interests described...
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2-10-63
Section 2-10-63 Removal of officer or director. Any member may bring charges against an officer
or director by filing them in writing with the secretary of the association, together with
a petition signed by 10 percent of the members, requesting the removal of the officer or director
in question. The removal shall be voted upon at the next regular or special meeting of the
association; and, by a vote of a majority of the members, the association may remove the officer
or director and fill the vacancy. The director or officer against whom such charges have been
brought shall be informed in writing of the charges previous to the meeting and shall have
an opportunity at the meeting to be heard in person or by counsel and to present witnesses,
and the person or persons bringing the charges against him shall have the same opportunity.
In case the bylaws provide for election of directors by districts with primary elections in
each district, then the petition for removal of a director must be...
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22-21-175
Section 22-21-175 Board of directors. (a) The corporation shall have a board of directors in
which all powers of the corporation shall be vested. The board of directors shall consist
of (1) Two persons elected by the county commission of the county; (2) Two persons elected
by the governing body of the largest of the member municipalities, according to the federal
decennial census next preceding the date of the filing of the certificate of incorporation
of the corporation for record; (3) One person elected by the governing body of each of the
other member municipalities; (4) Two persons, each of whom shall be, at the time of his appointment,
a physician licensed to practice the profession of medicine in the county, resident in the
county and engaged in the full-time private practice of medicine, elected at a mass meeting
of the licensed physicians resident in the county; (5) Two persons elected or appointed by
a majority vote of all the active circuit judges of the judicial circuit in...
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27-27-23
Section 27-27-23 Directors of domestic insurers - Number; election; qualifications. (a) The
affairs of every domestic insurer shall be managed by not less than three directors, and at
least one-third of the directors shall be bona fide residents of this state. (b) Directors
must be elected by the members or stockholders of a domestic insurer at the annual meeting
of stockholders or members. Directors may be elected for terms of not more than five years
each and until their successors are elected and have qualified, and if to be elected for terms
of more than one year, the insurer's bylaws shall provide for a staggered-term system under
which the terms of a proportionate part of the members of the board of directors will expire
on the date of each annual meeting of stockholders or members. (c) If so provided in the insurer's
bylaws, a director of a stock insurer shall be a stockholder thereof and a director of a mutual
insurer shall be a policyholder thereof. (Acts 1971, No. 407, p....
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41-10-395
Section 41-10-395 Board of directors; composition; actions of the authority; record of proceedings.
(a) The authority shall be governed by a board of directors, constituted as provided for in
this section. All powers of the authority shall be exercised by the board or pursuant to its
authorization. The directors shall elect officers of the board. The presence of a majority
of the members of the board of directors, or their designees, shall constitute a quorum for
the transaction of business. No vacancy on the board of directors or the voluntary disqualification
or abstention of any director thereof shall impair the right of a quorum of the board of directors
to act. Any action which may be taken at a meeting of the directors or committee of directors
may be taken without a meeting if a consent in writing, setting forth the action so taken,
is signed by all the directors or all the members of the committee of directors, as the case
may be. Such consent shall have the same force and...
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41-10-424
Section 41-10-424 Board of directors. (a) The authority shall be governed by a board of directors,
constituted as provided for in this section. All powers of the authority shall be exercised
by said board or pursuant to its authorization. The directors shall elect officers of the
board. The presence of a majority of the members of the board of directors, or their designees,
shall constitute a quorum for the transaction of business. No vacancy on the board of directors
or the voluntary disqualification or abstention of any director thereof shall impair the right
of a quorum of the board of directors to act. Any action which may be taken at a meeting of
the directors or committee of directors may be taken without a meeting if a consent in writing,
setting forth the action so taken, is signed by all the directors or all the members of the
committee of directors, as the case may be. Such consent shall have the same force and effect
as a unanimous vote and may be stated as such in any...
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