2-10-97
Section 2-10-97 Membership. Under the terms and conditions prescribed in its bylaws, an association
may admit as members or issue common stock or certificates of membership only to persons engaged
in the production of agricultural products, including the lessees and tenants of land used
for the production of such products and lessors and landlords who receive as rent part of
the crops raised on the leased premises. If a member of a nonstock association shall be other
than a natural person, such member may be represented by an individual, associate, officer,
manager or member thereof duly authorized in writing. All membership shall be personal to
the member and equal in right and shall not be transferable, assignable, vendable, inheritable,
devisable or seizable, and each member shall have one vote only. (Acts 1935, No. 220, p. 604;
Code 1940, T. 2, §121.)...
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10A-2A-8.03
Section 10A-2A-8.03 Number and election of directors. (a) A board of directors shall consist
of one or more individuals, with the number specified in or fixed in accordance with the certificate
of incorporation or bylaws. (b) The number of directors may be increased or decreased from
time to time by amendment to, or in the manner provided in, the certificate of incorporation
or bylaws. (c) Except as set forth in Section 10A-2A-2.04, directors are elected at the first
annual stockholders' meeting and at each annual stockholders' meeting thereafter unless elected
by written consent in lieu of an annual meeting as permitted by Section 10A-2A-7.04 or unless
their terms are staggered under Section 10A-2A-8.06. (Act 2019-94, §1.)...
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22-51-9
Section 22-51-9 Board of directors - Meetings; quorum; constitution and bylaws. The board of
directors shall hold monthly meetings and such special meetings as may be called, from time
to time, on at least two days' notice given by the chairman or by any three members thereof,
said notice to be given to each member thereof; provided, that where the board of directors
exceeds 16 members, the executive committee shall meet at least monthly and the complete board
of directors shall meet at least every six months. The said board shall adopt a constitution
and bylaws, to be subject to this chapter, the certificate of incorporation and laws of the
State of Alabama. Three members of the said board shall constitute a quorum for the transaction
of business. A copy of the constitution and bylaws shall also be filed with the Alabama Department
of Mental Health. (Acts 1967, No. 310, p. 853, §8.)...
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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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10A-20-7.11
Section 10A-20-7.11 Loans to corporation by members. Each member of the corporation shall make
loans to the corporation as and when called upon by it to do so on the terms and other conditions
as shall be approved from time to time by the board of directors, subject to the following
conditions: (1) All loan limits shall be established at the one thousand dollars ($1,000)
amount nearest to the amount computed in accordance with the provisions of this section. (2)
No loan to the corporation shall be made if immediately thereafter the total amount of the
obligations of the corporation would exceed 50 times the amount then paid in on the outstanding
capital stock of the corporation. (3) The total amount outstanding on loans to the corporation
made by any member at any one time, when added to the amount of the investment in the capital
stock of the corporation then held by the member, shall not exceed: a. Twenty percent of the
total amount then outstanding on loans to the corporation by all...
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10A-2A-10.03
Section 10A-2A-10.03 Amendment by board of directors and stockholders. If a corporation has
issued stock, an amendment to the certificate of incorporation shall be adopted in the following
manner: (a) The proposed amendment shall first be adopted by the board of directors. (b) Except
as provided in Sections 10A-2A-10.05, 10A-2A-10.07, and 10A-2A-10.08, the amendment shall
then be approved by the stockholders. In submitting the proposed amendment to the stockholders
for approval, the board of directors shall recommend that the stockholders approve the amendment,
unless (i) the board of directors makes a determination that because of conflicts of interest
or other special circumstances it should not make a recommendation, or (ii) Section 10A-2A-8.26
applies. If either (i) or (ii) applies, the board of directors must inform the stockholders
of the basis for its so proceeding. (c) The board of directors may set conditions for the
approval of the amendment by the stockholders or the...
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22-21A-6
Section 22-21A-6 Interstate Advisory Health Care Commission. (a) The Interstate Advisory Health
Care Commission is established. The commission consists of members appointed by each member
state through a process to be determined by each member state. A member state may not appoint
more than two members to the commission and may withdraw membership from the commission at
any time. Each commission member is entitled to one vote. The commission may not act unless
a majority of the members are present, and no action shall be binding unless approved by a
majority of the commission's total membership. (b) The commission may elect from among its
membership a chair. The commission may adopt and publish bylaws and policies that are not
inconsistent with this compact. The commission shall meet at least once a year, and may meet
more frequently. (c) The commission may study issues of health care regulation that are of
particular concern to the member states. The commission may make nonbinding...
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27-44-7
Section 27-44-7 Board of directors; selection of members; vacancies; organizational meeting;
reimbursement for expenses. (a) The board of directors of the association shall consist of
not less than five nor more than nine member insurers serving terms as established in the
plan of operation. At all times, at least one member of the board shall be a domestic insurer
as defined in Section 27-1-2(6). The members of the board shall be selected by member insurers
subject to the approval of the commissioner. Vacancies on the board shall be filled for the
remaining period of the term by a majority vote of the remaining board members, subject to
the approval of the commissioner. To select the initial board of directors, and initially
organize the association, the commissioner shall give notice to all member insurers of the
time and place of the organizational meeting. In determining voting rights at the organizational
meeting, each member insurer shall be entitled to one vote in person or by...
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10A-11-1.07
Section 10A-11-1.07 Directors and officers. (a) The bylaws of an employee cooperative shall
provide for the election, terms, classification, if any, and removal of directors and officers.
(b) Nonmembers may serve as directors or officers of an employee cooperative but at no time
shall the number of nonmember directors or officers exceed 25 percent of the total number
of directors or officers. (c) Vacancies in director positions resulting from death, resignation,
or removal shall be filled by vote of the member directors or by vote of the members. (Act
97-949, p. 524, §7; §10-14-7; amended and renumbered by Act 2009-513, p. 967, §312.)...

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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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