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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10A-30-1.08
Section 10A-30-1.08 Board of governors; officers; bylaws; voting by members or shareholders; applicable to professional associations formed prior to January 1, 1984. A professional association organized pursuant to this article shall be governed by a board of governors elected by the members or shareholders and represented by officers elected by the board of governors, so that centralization of management will be assured, and no member shall have the power to bind the association within the scope of the association's business or profession merely by virtue of being a member or shareholder of the association. Members of the board of governors need not be members or shareholders of the professional association and officers need not be members of the board of governors; except, that the president shall be a member of the board of governors; provided, that no officer or member of the board of governors who is not duly licensed to practice the profession for which the professional...
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10A-2-2.07
Section 10A-2-2.07 Emergency bylaws. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection (d). The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including: (1) Procedures for calling a meeting of the board of directors; (2) Quorum requirements for the meeting; and (3) Designation of additional or substitute directors. (b) All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends. (c) Corporate action taken in good faith in accordance with emergency bylaws: (1) Binds the corporation; and (2) May not be used to...
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10A-20-7.10
Section 10A-20-7.10 Rights to shares, bonds, securities, or other evidences of corporate indebtedness. (a) Notwithstanding any rule at common law, any provision of any general or special law or any provision in their respective charters, agreements of association, certificate of formation, or trust indentures: (1) Any person, including all domestic corporations organized for the purpose of carrying on business within this state, and further including, without implied limitation, public utility companies, insurance companies, foreign corporations licensed to do business within this state, all financial institutions, as defined in Section 10A-20-7.01, and all trusts, are hereby authorized to acquire, purchase, hold, sell, assign, transfer, mortgage, pledge, or otherwise dispose of any bonds, securities, or other evidences of indebtedness created by, or the shares of the capital stock of, the corporation and, while owners of the stock, to exercise all the rights, powers, and privileges of...
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10A-2-11.01
Section 10A-2-11.01 Merger. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Subject to the limitations of the Constitution of Alabama of 1901 as the same may be amended from time to time, one or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders, if required by Section 10A-2-11.03, approve a plan of merger. (b) The plan of merger must set forth: (1) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge; (2) The terms and conditions of the merger; and (3) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of any other corporation or into cash or other property in whole or part. (c) The plan of merger may set forth: (1) Amendments to the articles of incorporation of the surviving corporation;...
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10A-2-8.10
Section 10A-2-8.10 Vacancy on board. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) Unless the articles of incorporation provide otherwise, if a vacancy occurs on a board of directors: (1) The shareholders may fill the vacancy, whether resulting from an increase in the number of directors or otherwise; or (2) The board of directors may fill the vacancy, except that the directors shall have the power to fill a vacancy resulting from an increase in the number of directors only if expressly provided for in the articles of incorporation; or (3) If the directors remaining in office constitute fewer than a quorum of the board, they may fill the vacancy, if it is one that the directors are authorized to fill, 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 shareholders, only the holders of shares of that...
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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-5A-1.02
Section 10A-5A-1.02 Definitions. Notwithstanding Section 10A-1-1.03, as used in this chapter, unless the context otherwise requires, the following terms mean: (a) "Certificate of formation," with respect to a limited liability company, means the certificate provided for by Section 10A-5A-2.01, and the certificate as amended or restated. (b) "Constituent limited liability company" means a constituent organization that is a limited liability company. (c) "Constituent organization" means an organization that is party to a merger under Article 10. (d) "Converted organization" means the organization into which a converting organization converts pursuant to Article 10. (e) "Converting limited liability company" means a converting organization that is a limited liability company. (f) "Converting organization" means an organization that converts into another organization pursuant to Article 10. (g) "Disqualified person" means any person who is not a qualified person. (h) "Distribution" except...
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10A-2-8.03
Section 10A-2-8.03 Number and election of directors. REPEALED IN THE 2019 REGULAR SESSION BY ACT 2019-94 EFFECTIVE JANUARY 1, 2020. THIS IS NOT IN THE CURRENT CODE SUPPLEMENT. (a) The number of directors shall be one or more, as specified in or fixed in accordance with the articles of incorporation or bylaws. (b) If a board of directors has power to fix or change the number of directors, the board may increase or decrease by 30 percent or less the number of directors last approved by the shareholders, but only the shareholders may increase or decrease by more than 30 percent the number of directors last approved by the shareholders. (c) The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the shareholders, or, if the articles of incorporation...
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10A-2-8.40
Section 10A-2-8.40 Required officers. 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 has the officers described in its bylaws or appointed by the board of directors in accordance with the bylaws. (b) A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. (c) The bylaws or the board of directors shall delegate to one of the officers responsibility for preparing minutes of the directors' and shareholders' meetings and for authenticating records of the corporation. (d) Unless the bylaws provide otherwise, the same individual may simultaneously hold more than one office in a corporation. (Acts 1994, No. 94-245, p. 343, §1; §10-2B-8.40; amended and renumbered by Act 2009-513, p. 967, §122.)...
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