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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33-12-7
Section 33-12-7 Annual reports. The board of directors of the agency shall report annually
to the Governor of the State of Alabama and shall likewise report annually to the governing
bodies of Lauderdale and Limestone Counties and the incorporated municipalities of the watershed.
Such reports shall include a statement of financial receipts and expenditures, and a summary
of all activities and accomplishments for the period and proposed plans for the next year.
(Acts 1965, No. 627, p. 1142, §7.)...
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33-15-15
Section 33-15-15 Annual reports. The board of directors of the authority shall report annually
to the Governor of Alabama and shall likewise report annually to the governing bodies of Marion,
Colbert, Franklin and Winston Counties and the incorporated municipalities named in Section
33-15-4. Such reports shall include a statement of financial receipts and expenditures and
a summary of all activities and accomplishments for the period and proposed plans for the
next year. (Acts 1965, No. 584, p. 1080, §16.)...
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37-7-5
Section 37-7-5 Board of directors - Election; expenses; president; secretary. Each corporation
formed under this chapter shall have a board of directors, which board shall constitute the
governing body of the corporation. The directors of the corporation, other than those named
in its certificate of incorporation, shall be elected annually by the members entitled to
vote therefor. The directors must be members and shall not be entitled to compensation for
their services but shall be entitled to reimbursement for expenses incurred by them in the
performance of their duties. The board shall elect annually from its own number a president
and a secretary. (Acts 1935, No. 45, p. 100; Code 1940, T. 18, §14.)...
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9-6-6
Section 9-6-6 Board of directors. Each public corporation formed under this chapter shall be
governed by a board of directors. All powers of the corporation shall be exercised by the
board or pursuant to its authorization. The initial board shall consist of three directors
appointed by the Governor from among the persons who filed the application to incorporate.
The Governor shall appoint the directors as soon as may be practicable after he is notified,
as required in Section 9-6-5, that the public corporation has been formed. The terms of the
directors shall be staggered, the first term of one director being for three years from and
after the date of his appointment, the first term of another director being for six years
from and after the date of his appointment and the first term of the remaining director being
for nine years from and after the date of his appointment; thereafter the term of office of
each director shall be for nine years. Vacancies on the board shall be filled by...
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10A-2A-10.05
Section 10A-2A-10.05 Amendment by board of directors. Unless the certificate of incorporation
provides otherwise, a corporation's board of directors may adopt amendments to the corporation's
certificate of incorporation without stockholder approval: (a) to extend the duration of the
corporation if it was incorporated at a time when limited duration was required by law; (b)
to delete the names and addresses of the incorporators or initial directors; (c) to delete
the name and address of the initial registered agent or registered office, if a statement
of change is on file with the Secretary of State; (d) if the corporation has only one class
of stock outstanding: (1) to change each issued and unissued authorized share of stock of
the class into a greater number of whole shares of stock of that class; or (2) to increase
the number of authorized shares of stock of the class to the extent necessary to permit the
issuance of stock as a stock dividend; (e) to change the corporate name,...
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10A-2A-8.31
Section 10A-2A-8.31 Standards of liability for directors. Notwithstanding Division C of Article
3 of Chapter 1: (a) A director shall not be liable to the corporation or its stockholders
for any decision to take or not to take action, or any failure to take any action, as a director,
unless the party asserting liability in a proceeding establishes that: (1) no defense interposed
by the director based on (i) any provision in the certificate of incorporation authorized
by Section 10A-2A-2.02(b)(4) or by Section 10A-2A-2.02(b)(6), or (ii) the protection afforded
by Section 10A-2A-8.60, precludes liability; and (2) the challenged conduct consisted or was
the result of: (i) action not in good faith; or (ii) a decision (A) which the director did
not reasonably believe to be in the best interests of the corporation, or (B) as to which
the director was not informed to an extent the director reasonably believed appropriate in
the circumstances; or (iii) a lack of objectivity due to the...
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10A-3-2.08
Section 10A-3-2.08 Governing authority; board of directors. (a) All corporate powers shall
be exercised by or under authority of, and the business and affairs of a nonprofit corporation
shall be managed under the direction of a board of directors except as may be otherwise provided
in this chapter or the certificate of formation. If any provision is made in the certificate
of formation, the power and duties conferred or imposed upon the board of directors by this
chapter shall be exercised or performed to the extent and by the governing authority as shall
be provided in the certificate of formation. Directors shall be natural persons but need not
be residents of Alabama unless the governing documents so require. The governing documents
may prescribe other qualifications for directors. The board of directors shall have authority
to fix the compensation of directors unless otherwise provided in the certificate of formation.
(b) The directors of the corporation shall not, as such, be...
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11-50-16
Section 11-50-16 Employment of mayor or president of board of commissioners of certain municipalities
as superintendent of light, water, sewer or gas systems, etc.; duties and compensation; validation
of prior employment, etc. (a) In all incorporated municipalities organized and operating under
the provisions of Articles 1, 2, and 3 of Chapter 44, of this title, which own and operate
a municipal light and power system, a municipal water system, a municipal sewage system, or
a municipal gas system or any of them, the board of commissioners may, by resolution duly
entered in its minutes, authorize the mayor or president of the board of commissioners to
act as superintendent of such system or systems and to give as much of his time thereof as
the commissioners may direct; provided, that in any such municipality in which a municipal
board or municipal public corporation owns or operates a municipal light and power system,
a municipal water system, a municipal sewage system, or a municipal...
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11-58-3
Section 11-58-3 Contents, execution, acknowledgment, filing and recordation of certificate
of incorporation. (a) The certificate of incorporation of any corporation organized under
this chapter shall state: (1) The name of the corporation, which shall be a name indicating
the purpose for which the corporation is organized [e.g., "The Medical Clinic Board for
the (County) (City) or (Town) of _____"]. (2) The location of its principal office and
the post office address thereof. (3) The period for the duration of the corporation. (If the
duration is to be perpetual, this fact should be stated). (4) The objects for which the corporation
is organized. (5) Any other provisions not contrary to law which the incorporators choose
to insert for the regulation and conduct of the affairs of the corporation. (b) The certificate
of incorporation shall be acknowledged before an officer authorized by the laws of this state
to take acknowledgment of deeds. When so acknowledged, the certificate shall be...
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